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EX-32.2 - CERTIFICATION - RadNet, Inc.radnet_10ka1-ex3202.htm
EX-32.1 - CERTIFICATION - RadNet, Inc.radnet_10ka1-ex3201.htm
EX-31.2 - CERTIFICATION - RadNet, Inc.radnet_10ka1-ex3102.htm
EX-31.1 - CERTIFICATION - RadNet, Inc.radnet_10ka1-ex3101.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - RadNet, Inc.radnet_10ka1-ex2302.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-K/A

AMENDMENT NO. 1

 

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-33307

 

RadNet, Inc.

(Exact name of registrant as specified in charter)

 

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)

 

Registrant’s telephone number, including area code: (310) 478-7808

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Name of each exchange on which registered
Common Stock, $.0001 par value NASDAQ Global Market

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes    ¨   No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) or the act.  Yes   ¨  No   x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x      No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large Accelerated Filer    ¨   Accelerated Filer   x
  Non-Accelerated Filer    ¨   (Do not check if a smaller reporting company)   Smaller Reporting Company    ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes   ¨ No x

 

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $224,518,331 on June 30, 2016 (the last business day of the registrant’s most recently completed second quarter) based on the closing price for the common stock on the NASDAQ Global Market on June 30, 2016.

 

The number of shares of the registrant’s common stock outstanding on March 9, 2017, was 47,198,596.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The information required by Part III of the Form 10-K, to the extent not set forth herein or in the Annual Report on Form 10-K filed on March 16, 2017, is incorporated herein by reference from the registrant’s definitive proxy statement for the Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.

 

 

 

 

   
 

 

EXPLANATORY NOTE

 

We are filing this Form 10-K/A (Amendment No. 1) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, originally filed with the U.S. Securities and Exchange Commission on March 16, 2017 (the "Original Filing"), solely for the purpose of including the financial statements of certain unconsolidated joint ventures in accordance with Rule 3-09 of Regulation S-X.  Rule 3-09 requires that we file financial statements of unconsolidated joint ventures to the extent that the unconsolidated joint ventures are individually significant.  Such statements are required to be audited only for the years in which such unconsolidated joint ventures met applicable significance tests. Under Rule 3-09 of Regulation S-X, we are permitted to file the financial statements for these unconsolidated joint ventures within 90 days of the end of our fiscal year.

 

We determined that as of and for the year ended December 31, 2014, four of our unconsolidated joint venture interests, including Franklin Imaging Joint Venture, Carroll County Radiology, LLC, MRI at St. Joseph Medical Center, LLC, and Greater Baltimore Diagnostic Imaging Partnership (collectively, the “Group”), were significant unconsolidated joint ventures under Rule 3-09, and the accompanying financial statements for that period are audited. The Group did not meet the applicable significance test for the years ended December 31, 2016 or 2015; therefore, the Group’s accompanying financial statements are required to be included for those years, but are not required to be audited. We are permitted to file combined financial statements for individually significant joint ventures which are in the same line of business.

 

In our Original Filing, we inadvertently indicated by check mark that no disclosure is being made pursuant to Item 405 of Regulation S-K. We have determined that there was a delinquent filer, which we will disclose in the definitive proxy statement and therefore, we have not checked the box in this Form 10-K/A.

 

Except as described above, this Form 10-K/A does not amend or change any other items or disclosures in the Original Filing.  The disclosure in this Form 10-K/A has not been updated to reflect events occurring after the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC subsequent to the Original Filing.

 

 

 

 

 

 

 

 

 

 1 
 

 

PART IV 

 

Item 15. Exhibits and Financial Statement Schedules

 

(a)(1) Financial Statements

 

The following financial statements of RadNet, Inc. and consolidated subsidiaries were filed with the Original Filing on March 16, 2017:

 

Report of Independent Registered Public Accounting Firm   51
     
Consolidated Balance Sheets   52
     
Consolidated Statements of Operations   53
     
Consolidated Statements of Comprehensive Income   54
     
Consolidated Statements of Equity (Deficit)   55
     
Consolidated Statements of Cash Flows   56
     
Notes to Consolidated Financial Statements   58 to 81

 

(a)(2) Financial Statements Schedules    

 

Schedules – The following financial statement schedules of RadNet, Inc. and consolidated subsidiaries were filed with the Original Filing on March 16, 2017:

 

Schedule II – Valuation and Qualifying Accounts  

 

(a)(3) Exhibit Index

 

See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K/A (Amendment No. 1).

 

(c) Financial Statement Schedules

 

The following combined financial statements of the Group are filed herewith pursuant to Rule 3-09 of Regulation S-X:

 

 

Page No

     
Report of Independent Registered Public Accounting Firm   3
     
Combined Balance Sheets of Certain RadNet, Inc. Affiliates   4
     
Combined Statements of Income of Certain RadNet, Inc. Affiliates   5
     
Combined Statements of Partners’ Capital of Certain RadNet, Inc. Affiliates   6
     
Combined Statements of Cash Flows of Certain RadNet, Inc. Affiliates   7
     
Notes to Combined Financial Statements   8 to 12

 

 

 

 

 

 

 2 
 

 

Report of Independent Registered Public Accounting Firm

 

To the partners of:

 

Franklin Imaging Joint Venture;

Carroll County Radiology, LLC;

MRI at St. Joseph Medical Center, LLC; and

Greater Baltimore Diagnostic Imaging Partnership

 

We have audited the accompanying combined statements of income, partners’ capital, and cash flows of certain RadNet, Inc. affiliates including Franklin Imaging Joint Venture, Carroll County Radiology, LLC, MRI at St. Joseph Medical Center, LLC, and Greater Baltimore Diagnostic Imaging Partnership (collectively, the “Group”), for the year ended December 31, 2014. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Group’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined results of the Group’s operations and their cash flows for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young, LLP

March 31, 2015

Los Angeles, California

 

 

 

 3 
 

 

CERTAIN RADNET, INC. AFFILIATES

COMBINED BALANCE SHEETS

(IN THOUSANDS)

 

   December 31,   December 31, 
   2016   2015 
   (unaudited)   (unaudited) 
         
ASSETS          
           
CURRENT ASSETS          
Accounts receivable, net  $10,484   $5,671 
Due from affiliates   10,022    5,260 
Prepaid expenses and other current assets   435    538 
Total current assets   20,941    11,469 
PROPERTY AND EQUIPMENT, NET   13,017    13,752 
OTHER ASSETS          
Goodwill   10,572    9,923 
Other intangible assets   229    350 
Other assets   4     
Total assets  $44,763   $35,494 
           
LIABILITIES AND PARTNERS' CAPITAL          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $1,246   $837 
Current portion of deferred rent   282    274 
Current portion of equipment notes payable   201    208 
Current portion of obligations under capital leases   64     
Total current liabilities   1,793    1,319 
           
LONG-TERM LIABILITIES          
Deferred rent, net of current portion   752    1,028 
Equipment notes payable, net of current portion   156    357 
Obligations under capital leases, net of current portion   157     
Total liabilities   2,858    2,704 
           
COMMITMENTS AND CONTINGENCIES          
           
PARTNERS' CAPITAL          
RadNet, Inc.   19,284    15,123 
Other partners   22,621    17,667 
Total partners' capital   41,905    32,790 
Total liabilities and partners' capital  $44,763   $35,494 

 

 

The accompanying notes are an integral part of these financial statements.

 

 4 
 

 

CERTAIN RADNET, INC. AFFILIATES

COMBINED STATEMENTS OF INCOME

(IN THOUSANDS)

 

   Years Ended December 31, 
   2016   2015   2014 
   (unaudited)   (unaudited)     
NET SERVICE FEE REVENUE               
Service fee revenue, net of contractual allowances and discounts  $58,295   $55,008   $55,058 
Provision for bad debts   (2,796)   (2,824)   (2,832)
Net service fee revenue   55,499    52,184    52,226 
                
OPERATING EXPENSES               
Cost of operations   37,620    34,802    36,767 
Depreciation and amortization   4,285    4,139    4,718 
Loss on sale and disposal of equipment   55    31    19 
Severence   2         
                
Total operating expenses   41,962    38,972    41,504 
                
INCOME FROM OPERATIONS   13,537    13,212    10,722 
                
Net interest expense   21    34    60 
                
NET INCOME  $13,516   $13,178   $10,662 

 

 

The accompanying notes are an integral part of these financial statements.

 

 5 
 

 

CERTAIN RADNET, INC. AFFILIATES

COMBINED STATEMENTS OF PARTNERS' CAPITAL

(IN THOUSANDS)

 

 

   RadNet, Inc.   Other Partners   Total 
             
BALANCE - January 1, 2014  $16,833   $18,179   $35,012 
Net Income   4,949    5,713    10,662 
Distributions   (6,443)   (6,055)   (12,498)
BALANCE - December 31, 2014   15,339    17,837   33,176 
Net Income (unaudited)   6,133    7,045    13,178 
Distributions (unaudited)   (6,349)   (7,215)   (13,564)
BALANCE - December 31, 2015 (unaudited)   15,123    17,667    32,790 
Net Income (unaudited)   6,261    7,255    13,516 
Distributions (unaudited)   (2,100)   (2,301)   (4,401)
BALANCE - December 31, 2016 (unaudited)  $19,284   $22,621   $41,905 

 

 

The accompanying notes are an integral part of these financial statements.

 

 6 
 

 

CERTAIN RADNET, INC. AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

 

   Years Ended December 31, 
   2016   2015   2014 
   (unaudited)   (unaudited)     
             
 CASH FLOWS FROM OPERATING ACTIVITIES               
                
Net income  $13,516   $13,178   $10,662 
Adjustments to reconcile net income to net cash provided by operating activities:               
Depreciation and amortization   4,285    4,139    4,718 
Provision for bad debts   2,796    2,824    2,832 
Deferred rent amortization   (268)   (98)   (206)
Loss on sale and disposal of equipment   55    31    19 
Changes in operating assets and liabilities               
Accounts receivable   (7,609)   (1,056)   (1,669)
Prepaid expenses and other current assets   111    (409)   537 
Due from affiliates   (4,766)   247    (2,718)
Accounts payable and accrued expenses   409    (646)   (459)
Net cash provided by operating activities   8,529    18,210    13,716 
                
CASH FLOWS FROM INVESTING ACTIVITIES               
Purchase of property and equipment   (3,435)   (3,958)   (669)
Purchase of imaging facilities   (1,010)        
Proceeds from sale of equipment   545    1    1 
Net cash used in investing activities   (3,900)   (3,957)   (668)
CASH FLOWS FROM FINANCING ACTIVITIES               
Principal payments on notes and leases payable   (228)   (692)   (835)
Distributions to partners   (4,401)   (13,564)   (12,498)
Net cash used in financing activities   (4,629)   (14,256)   (13,333)
                
NET DECREASE IN CASH AND CASH EQUIVALENTS       (3)   (285)
CASH AND CASH EQUIVALENTS, beginning of period       3    288 
CASH AND CASH EQUIVALENTS, end of period  $   $   $3 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION               
Cash paid during the period for interest  $21   $34   $60 

 

 

The accompanying notes are an integral part of these financial statements.

 

 7 
 

 

CERTAIN RADNET, INC. AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited as of and for the years ended December 31, 2016 and 2015)

 

NOTE 1 – DESCRIPTION OF BUSINESS

 

Franklin Imaging Joint Venture, Carroll County Radiology, LLC, MRI at St. Joseph Medical Center, LLC, and Greater Baltimore Diagnostic Imaging Partnership (collectively, the “Group”), are joint ventures between RadNet, Inc. and, as applicable, hospitals, health systems or radiology practices operating within the state of Maryland and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Each joint venture within the Group is an affiliate of RadNet, Inc. as follows:

 

    % owned by Radnet, Inc.
     
Franklin Imaging Joint Venture   49%
Carroll County Radiology, LLC   40%
MRI at St. Joseph Medical Center, LLC   49%
Greater Baltimore Diagnostic Imaging Partnership ("GBDIP")   50%

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF COMBINATION – Under Rule 3-09 of Regulation S-X, RadNet, Inc. is permitted to file combined financial statements for individually significant unconsolidated joint ventures which are in the same line of business. The combined financial statements include the assets, liabilities, and operations of each member of the Group. The operating activities of each of these joint ventures are completely separate from one another and are in no way affiliated with one another. Accordingly there are no intercompany transactions and balances to be eliminated when combining each together.

 

USE OF ESTIMATES - The preparation of these financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions affect various matters including the Group’s reported amounts of assets and liabilities in the combined balance sheets at the dates of the financial statements; disclosure of contingent assets and liabilities at the dates of the financial statements; and reported amounts of revenues and expenses in the combined statements of income during the reporting periods. These estimates involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could materially differ from these estimates.

 

REVENUES – Combined service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payors and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments and discounts. This service fee revenue is earned through providing the use of diagnostic imaging equipment and the provision of technical services as well as providing administrative services such as clerical and administrative personnel, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities.

 

The Group's combined service fee revenues are recorded during the period the services are provided based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on historical collection rates of pre-determined payment rates specified in the related contractual agreements. The Group also records a provision for doubtful accounts (based primarily on historical collection experience) related to patient financial responsibility including copayment and deductible amounts for patients who have health care coverage with third-party payors.

 

The Group’s service fee revenue, net of contractual allowances and discounts less the provision for bad debts for the years ended December 31, are summarized in the following table (in thousands):

 

 

 

 8 
 

 

   Years Ended December 31, 
   2016   2015   2014 
   (unaduited)   (unaduited)     
             
Commercial Insurance  $39,291   $36,911   $37,384 
Medicare   13,233    12,322    12,003 
Medicaid   1,807    1,980    1,872 
Workers' Compensation/Personal Injury   2,390    2,805    2,643 
Other   1,574    990    1,156 
Service fee revenue, net of contractual allowances and discounts   58,295    55,008    55,058 
                
Provision for bad debts   (2,796)   (2,824)   (2,832)
Net service fee revenue  $55,499   $52,184   $52,226 

 

ACCOUNTS RECEIVABLE - Substantially all of the Group’s accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients.  Services are generally provided pursuant to one-year contracts with healthcare providers. The Group continuously monitors collections from payors and maintains an allowance for bad debts based upon specific payor collection issues that have been identified as well as historical collection experience.

 

PROVISION FOR BAD DEBTS - Although outcomes vary, the Group’s policy is to attempt to collect amounts due from patients, including co-payments and deductibles due from patients with insurance, at the time of service. The Group provides for an allowance against accounts receivable that could become uncollectible by establishing an allowance to reduce the carrying value of such receivables to their estimated net realizable value. The Group estimates this allowance based on the aging of accounts receivable by each type of payor over a minimum 18-month look-back period, and other relevant factors. A significant portion of the provision for bad debt relates to co-payments and deductibles owed to the Group by patients with insurance. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends and the Group’s estimation process. The combined allowance for bad debts at December 31, 2016 and 2015 was $548,000 (unaudited) and $365,000 (unaudited), respectively.

 

CONCENTRATION OF CREDIT RISKS - Financial instruments that potentially subject the Group to credit risk are primarily cash equivalents and accounts receivable. Each joint venture places its cash and cash equivalents with a financial institution. At times, the cash in the financial institution is temporarily in excess of the amount insured by the Federal Deposit Insurance Corporation, or FDIC. Substantially all accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. The Group continuously monitors collections from its clients and maintains an allowance for bad debts based upon any specific payor collection issues that are identified and historical experience.

 

CASH AND CASH EQUIVALENTS – The Group considers all highly liquid investments that mature in three months or less when purchased to be cash equivalents. The carrying amount of cash and cash equivalents approximates their fair market value.

 

PROPERTY AND EQUIPMENT – Property, furniture and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization of property, furniture and equipment are provided using the straight-line method over the estimated useful lives, which range from 3 to 15 years. Leasehold improvements are amortized at the shorter of the related lease term or their estimated useful lives which range from 3 to 30 years.

 

GOODWILL – Combined goodwill of the Group at December 31, 2016 totaled $10.6 million (unaudited). Goodwill is recorded by each member of the Group as a result of business combinations. Management of each member of the Group evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable.   Each member of the Group evaluated its respective share of the combined goodwill at October 1, 2016 for signs of impairment under the provisions of ASU 2011-08. By utilizing certain qualitative measures outlined in the guidance, each member determined that its respective share of the combined goodwill was not impaired.

 

 

 

 9 
 

 

INCOME TAXES - Each member of the Group is treated as a partnership for federal and state income tax purposes where all taxable income is allocated to the partners in accordance with the respective partnership agreement and so accordingly federal and state taxes on income are the responsibility of the joint venture partners individually.  Accordingly, no income tax provision is recorded by any joint ventures in the Group.

 

Open tax years are those that are open for examination by taxing authorities, and include all returns for tax years ending on or after December 31, 2013, for federal returns and December 31, 2013, for Maryland returns. The Group has no examinations in process and has not been notified of any future examinations at this time. Management of each member of the Group has reviewed all open tax years and major jurisdictions, and has not recorded an unrecognized tax benefit relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Group has recognized no interest or penalties related to uncertain tax positions taken or expected to be taken.

 

FAIR VALUE MEASUREMENTS –The combined balance sheets include the following financial instruments: cash and cash equivalents, receivables, trade accounts payable, capital leases, equipment notes payable and other liabilities. The Group considers the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, the Group considers the carrying amount of its equipment notes payable and capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

 

NOTE 3 – ACQUISITIONS

 

Franklin Imaging, LLC, acquired a single multi-modality imaging center located in Rosedale, Maryland for cash consideration of $1.0 million and the assumption of capital lease debt of $241,000. The acquisition closed on August 15, 2016. Franklin Imaging, LLC made a fair value determination of the acquired assets and approximately $600,000 of fixed assets, $30,000 of other assets and goodwill of $649,000 was recorded in respect to the transaction.

 

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

 

Combined goodwill of the Group at December 31, 2016 totaled $10.6 million (unaudited). Goodwill is recorded as a result of business combinations.  

 

Other intangible assets are related to the value of management service contracts on the books of MRI at St. Joseph Medical Center, LLC of $385,400 and a covenant not to compete contract acquired through a GBDIP acquisition that totaled $608,138 on the day the transaction closed. Accumulated amortization of the management service and covenant not to compete contracts through December 31, 2016 was $156,100 (unaudited) and $608,138 (unaudited), respectively. Total amortization expense for the year ended December 31, 2016 was $121,000 (unaudited). Management service contracts are amortized over 25 years. The value of the covenant not to compete contract was expensed using the straight-line method over five years and is now fully amortized as of December 31, 2016.

 

The following table (unaudited) shows annual amortization expense, by asset class that will be recorded over the next five years (in thousands):

 

   2017   2018   2019   2020   2021   Thereafter   Total   Weighted average amortization period remaining in years 
                                 
Management service contracts  $16   $16   $16   $16   $16   $149   $229    16.0 

 

 

 

 10 
 

 

NOTE 5 - PROPERTY AND EQUIPMENT

 

Property and equipment and accumulated depreciation and amortization are as follows (in thousands):

 

   December 31, 
   2016   2015 
   (unaudited)   (unaudited) 
         
Medical equipment  $40,306   $39,841 
Office equipment, furniture and fixtures   3,241    3,280 
Leasehold improvements   16,257    14,440 
Equipment under capital leases   221     
    60,025    57,561 
Accumulated depreciation and amortization   (47,008)   (43,809)
   $13,017   $13,752 

 

Depreciation and amortization expense on property and equipment, including amortization of equipment under capital leases, for the years ended December 31, 2016, 2015 and 2014 totaled $4.2 million (unaudited), $4.0 million (unaudited) and $4.7 million, respectively.

 

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses are as follows (in thousands):

 

   December 31, 
   2016   2015 
   (unaudited)   (unaudited) 
         
Accounts payable  $1   $1 
Accrued expenses   484    628 
Accrued payroll and vacation   761    208 
Total  $1,246   $837 

 

NOTE 7 – EQUIPMENT NOTES PAYABLE AND CAPITAL LEASES

 

One member of the Group, Greater Baltimore Diagnostic Imaging Partnership is the maker of a promissory note for the purpose of acquiring imaging equipment. The note has an interest rate of 3.5% matures on October 1, 2018 and is collateralized by the acquired equipment. At December 31, 2016, there remains a balance of $357,000 (unaudited), payable as follows: $201,000 (unaudited) in 2017 and $156,000 (unaudited) in 2018.

 

As stated in Note 3 above, on August 8, Franklin Imaging LLC assumed capital lease debt as part of its acquisition of a facility in Rosedale, MD. Future minimum lease payments under the capital lease for years ending December 31 (in thousands) are as follows:

 

   (unaudited) 
2017  $74 
2018   74 
2019   74 
2020   20 
2021    
Thereafter    
Total minimum payments   242 
Amount representing interest   (21)
Present value of net minimum lease payments   221 
Less current portion   (64)
Long-term portion lease obligations  $157 

 

 

 

 

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Leases – The Group leases various imaging facilities with renewal options expiring through 2029. Certain leases contain renewal options from two to ten years and escalation clauses based either on the consumer price index or fixed rent escalators. Leases with fixed rent escalators are recorded on a straight-line basis. The Group records deferred rent for tenant leasehold improvement allowances received from a lessor and amortizes the deferred rent expense over the term of the lease agreement. In addition to facility leases, the Group has entered into operating leases for radiology and office equipment. Minimum annual payments under operating leases for future years ending December 31 (in thousands) are as follows:

 

   Facilities   Equipment   Total 
   (unaudited)   (unaudited)   (unaudited) 
             
2017  $1,917   $404   $2,321 
2018   1,475    400    1,875 
2019   1,081    385    1,465 
2020   593    367    960 
2021   248    90    339 
Thereafter   351        351 
   $5,665   $1,646   $7,311 

 

Total rent expense, including equipment rentals, for the years ended December 31, 2016, 2015 and 2014 was $3.1 million (unaudited), $2.7 million (unaudited) and $3.5 million, respectively.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

RadNet, Inc. contracts with each joint venture within the Group to provide certain administrative services including assistance with accounting, payroll and employee benefits processing, and billing and collection functions on behalf of these joint ventures. RadNet Inc. remits to the joint ventures all amounts collected through its administration of the billing and collection functions.

 

RadNet, Inc., as administrator over payroll and employee benefits, pays salary and benefit obligations on behalf of these joint ventures and then bills each joint venture for its respective portion.

 

RadNet, Inc. contracts with certain members of its contracted radiologist groups to perform professional services for the joint ventures. RadNet, Inc. assures that these radiologists are adequately covered under medical malpractice insurance policies. RadNet, Inc., on behalf of its contracted radiologist groups, bills each joint venture for its respective share of the professional fees incurred through its utilization of these contracted radiologists. RadNet, Inc. remits to its contracted radiologist groups all amounts collected from the joint ventures for the billed professional fees.

 

Amounts receivable from and payable to RadNet Inc. for the activities listed above are summarized in due from affiliates on the Group’s combined balance sheets and were $10.0 million (unaudited) and $5.3 million (unaudited) at December 31, 2016 and 2015, respectively. 

 

NOTE 10 – SUBSEQUENT EVENTS

 

The members of the Group evaluated subsequent events through March 31, 2017 and concluded that no additional disclosures were required.

 

 

 

 

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Exhibit Index

 

The following exhibits are filed, or incorporated by reference into this Annual Report on Form 10-K/A (Amendment No. 1):

 

Exhibit No.   Description of Exhibit  
2.1   Asset Purchase Agreement dated October 1, 2015 by and among Mid Rockland Imaging Partners, Inc., a Delaware corporation and a subsidiary of the registrant, Diagnostic Imaging Group LLC, a Delaware limited liability company, Diagnostic Imaging Group Holdings, LLC,, a Delaware limited liability company, New Primecare LLC, a Delaware limited liability company, and Flushing Medical Arts Building, Inc. (incorporated by reference to exhibit filed with Form 8-K on October 20, 2015).  
       
3.1   Certificate of Incorporation of RadNet, Inc., a Delaware corporation (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).  
       
3.2   Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).  
       
3.3   Bylaws of RadNet, Inc., a Delaware corporation (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).  
       
10.1   Credit and Guaranty Agreement, dated October 10, 2012, by and among Radnet Management, Inc., RadNet, Inc., the guarantors thereunder, General Electric Capital Corporation, Deutsche Bank Securities, Inc., RBC Capital Markets and Barclays Bank PLC (incorporated by reference to exhibit filed with Form 8-K on October 12, 2012).  
       
10.2   Pledge and Security Agreement, dated October 10, 2012, by and among Radnet Management, Inc., RadNet, Inc., the guarantors thereunder, and Barclays Bank PLC (incorporated by reference to exhibit filed with Form 8-K on October 12, 2012).  
       
10.3   Form of Trademark Security Agreement by and among the guarantors thereunder and Barclays Bank PLC (filed as an exhibit to the Pledge and Security Agreement, dated October 10, 2012, by among the guarantors thereunder and Barclays Bank PLC, included as Exhibit 10.2).  
       
10.4   First Amendment Agreement dated April 3, 2013 to the Credit and Guaranty Agreement dated October 10, 2012, by and among RadNet Management, Inc., RadNet, Inc., certain subsidiaries and affiliates of RadNet Management, Inc., certain lenders identified therein and Barclays Bank PLC, as administrative agent and collateral agent. (incorporated by reference to Exhibit 99.1 filed with Form 8-K on April 4, 2013).  
       
10.5   Second Amendment Agreement dated March 25, 2014 to the Credit and Guaranty Agreement, dated as of October 10, 2012 (as amended, by the First Amendment Agreement, dated as of April 3, 2013), by and among RadNet, Inc., Radnet Management, Inc., certain subsidiaries and affiliates of Radnet Management, Inc., certain lenders identified therein, and Barclays Bank PLC, as administrative agent and collateral agent. (incorporated by reference to Exhibit 99.1 filed with Form 8-K on March 31, 2014).  
       
10.6   Second Lien Credit and Guaranty Agreement, dated as of March 25, 2014, by and among Radnet Management, Inc., RadNet, Inc., certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto from time to time, certain other financial institutions and Barclays Bank PLC, as administrative agent and collateral agent. (incorporated by reference to Exhibit 99.2 filed with Form 8-K on March 31, 2014).  
       
10.7   Second Lien Pledge and Security Agreement, dated as of March 25, 2014, by and among Radnet Management, Inc., the Grantors identified therein, and Barclays Bank PLC, as collateral agent. (incorporated by reference to Exhibit 99.3 filed with Form 8-K on March 31, 2014).  
       
10.8   Joinder Agreement, dated as of April 30, 2015, among Barclays Bank Plc, Radnet Management, Inc., a California corporation, Radnet Inc., a Delaware corporation, and certain affiliates and subsidiaries of Radnet Management Inc. (incorporated by reference to exhibit filed with Form 8-K on May 1, 2015).  

 

 

 

 

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10.9   Amendment No. 3 to Credit and Guaranty Agreement, dated as of July 1, 2016 by and among Radnet Management, Inc., Radnet, Inc. certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto from time to time, certain other financial institutions and Barclays Bank PLC, as administrative agent and collateral agent. (incorporated by reference to filed with Form 8-K/A on December 2, 2016).  
       
10.10   Amendment No. 4 to Credit and Guaranty Agreement, dated as of February 2, 2017 by and among Radnet Management, Inc., Radnet, Inc. certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto from time to time, certain other financial institutions and Barclays Bank PLC, as administrative agent and collateral agent. (incorporated by reference to filed with Form 8-K on February 2, 2017).  
       
10.11   RadNet, Inc. 2006 Equity Incentive Plan (Amended and Restated as of April 20, 2015) (incorporated by reference to exhibit filed with Proxy Statement on April 30, 2015).*  
       
10.12   Form of Stock Option Agreement for the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 12, 2015).*  
       
10.13   Form of Restricted Stock Award for the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended March 31, 2012).*  
       
10.14   Form of Indemnification Agreement between the registrant and each of its officers and directors (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended March 31, 2008).*  
       
10.15   Employment Agreement dated as of June 12, 1992 with Howard G. Berger, M.D. (incorporated by reference to exhibit filed with an amendment to Form 8-K report for June 12, 1992).*  
       

10.16

 

Amendment to Employment Agreement dated January 30, 2004 with Howard G. Berger, M.D. (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended January 31, 2004).*

 
       
10.17   Second Amendment to Employment Agreement dated November 16, 2015 with Howard G. Berger, M.D. (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).  
       
10.18   Employment Agreement dated as of April 16, 2001 with Jeffrey L. Linden (incorporated by reference to exhibit filed with Form 10-K for the year ended October 31, 2001).*  
       

10.19

 

Amendment to Employment Agreement dated January 30, 2004 with Jeffrey L. Linden (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended January 31, 2004).*

 
       
10.20   Second Amendment to Employment Agreement dated November 16, 2015 with Jeffrey L. Linden. (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).  
       
10.21   Employment Agreement dated as of May 1, 2001 with Norman R. Hames (incorporated by reference to exhibit filed with Form 10-K for the year ended October 31, 2001).*  
       

10.22

 

Amendment to Employment Agreement dated January 30, 2004 with Norman R. Hames (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended January 31, 2004).*

 
       
10.23   Second Amendment to Employment Agreement dated November 16, 2015 with Norman R. Hames. (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).  
       

10.24

 

Employment Agreement with Mark Stolper effective January 1, 2009 (incorporated by reference to exhibit filed with Form 10-K for the year ended December 31, 2009).*

 
       
10.25   First Amendment to Employment Agreement dated November 16, 2015 with Mark Stolper. (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).*  
       

10.26

 

Retention Agreement with Stephen Forthuber dated November 15, 2006 (incorporated by reference to exhibit filed with Form 10-K/T for the year ended December 31, 2006).*

 
       
10.27   First Amendment to Retention Agreement dated November 16, 2015 with Stephen Forthuber. (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).*  

 

 

 14 
 

 

10.28   Amended and Restated Management and Service Agreement between Radnet Management, Inc. and Beverly Radiology Medical Group III dated January 1, 2004 (incorporated by reference to exhibit filed with Form 10-K for the year ended October 31, 2003).  
       
12.1   Computation of Ratios of Earnings to Fixed Charges (incorporated by reference to exhibit filed with the Original Filing).  
       
21.1   List of Subsidiaries (incorporated by reference to exhibit filed with the Original Filing).  
       
23.2   Consent of Independent Registered Public Accounting Firm.  
       
24.1   Power of Attorney (included on signature page to the Original Filing).  
       
31.1   CEO Certification pursuant to Section 302.  
       
31.2   CFO Certification pursuant to Section 302.  
       
32.1   CEO Certification pursuant to Section 906.  
       
32.2  

CFO Certification pursuant to Section 906.

 
       
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  

 

* Indicates management contract or compensatory plan.

 

 

 

 

 

 

 15 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  RADNET, INC.  
     
Date:  March 31, 2017   / s/    HOWARD G . BERGER, M.D.  
    Howard G. Berger, M.D., President,  
    Chief Executive Officer and Director  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

 

By / s/   HOWARD  G . BERGER, M.D.   Date:  March 31, 2017  
Howard G. Berger, M.D., Director, Chief Executive Officer and President      
         
         
By /s/ MARVIN S. CADWELL *   Date:  March 31, 2017  
Marvin S. Cadwell, Director      
       
         
By /s/ JOHN V. CRUES, III, M.D. *   Date:  March 31, 2017  
John V. Crues, III, M.D., Director      
       
         
By /s/ NORMAN R. HAMES *   Date:  March 31, 2017  
Norman R. Hames, Director      
       
         
By /s/ DAVID L. SWARTZ *   Date:  March 31, 2017  
David L. Swartz, Director      
           
           
By /s/ LAWRENCE L. LEVITT *   Date:  March 31, 2017    
Lawrence L. Levitt, Director    
           
           
By /s/ MICHAEL L. SHERMAN, M.D. *   Date:  March 31, 2017    
Michael L. Sherman, M.D., Director    
     
           
By /s/ MARK D. STOLPER   Date:  March 31, 2017    
Mark D. Stolper, Chief Financial Officer (Principal Accounting Officer)    

 

* By Mark D. Stolper, as attorney- in-fact

 

 

 

 

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