RadNet, Inc. 10-K

Item 8. Financial Statements and Supplementary Data 55 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of RadNet, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of RadNet, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 16, 2021 expressed an unqualified opinion thereon. Adoption of ASU No. 2016-02 As discussed in Note 9 to the consolidated financial statements, the Company changed its method for accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 56 Accounting for Revenue Recognition Description of the Matter For the year ended December 31, 2020, the Company’s service fee revenue was $931.7 million. As discussed in Note 2 to the consolidated financial statements, service fee revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payors (Medicare, Medicaid, managed care health plans and commercial insurance companies). Estimates of contractual allowances and implicit price concessions associated with third-party payors and any amounts due directly from patients, are based upon historical collection experience from such payors. The contractual estimation process is periodically reviewed to consider and incorporate updates to the laws and regulations, changes in business and economic conditions and contractual terms resulting from contract negotiations and renewals. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to amounts due directly from patients to record these revenues and accounts receivable at the estimated amounts the Company expects to collect. Auditing management’s estimates of contractual allowances and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the measurement of service fee revenue. This included testing controls related to management’s review of the significant assumptions and inputs used in the determination of the estimated amount that would be collected for services rendered during the period. We also tested controls over the current and historical data used by management in determining this estimate, including the completeness and accuracy of the data. To test the estimated contractual allowances and implicit price concessions, we performed audit procedures that included, among others, assessing methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates. We compared the significant assumptions used by management to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors. We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence. Acquisition of DeepHealth, Inc. Description of the Matter As discussed in Note 4 to the consolidated financial statements, the Company completed its acquisition of DeepHealth, Inc. for net consideration of $34.6 million on June 1, 2020. The transaction was accounted for as a business combination. Auditing the Company’s accounting for its acquisition of DeepHealth, Inc. was complex due to the significant estimation required by management in determining the fair value of in-process research and development (“IPR&D”) intangible assets of $14.5 million. The significant estimation was primarily due to the complexity of the valuation models used by management to measure the fair value of the IPR&D intangible assets and the sensitivity of the fair value estimates to the significant underlying assumptions. The Company used an income approach to measure the fair value of the IPR&D. The significant assumptions used to estimate the value of the IPR&D intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates, EBITDA margin and obsolescence factors). These significant assumptions are forward looking and could be affected by future economic and market conditions. 57 Acquisition of DeepHealth, Inc. continued How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the acquisition. We tested controls over the recognition and measurement of consideration transferred and IPR&D intangible assets, including the valuation model and underlying assumptions used to develop such estimates. To test the estimated fair value of the IPR&D intangible assets, we performed audit procedures that included, among others, evaluating the completeness and accuracy of the underlying data and reasonableness of significant assumptions such as revenue growth rates, EBITDA margin and obsolescence factors. For example, we compared the forecasted results, derived based on the significant assumptions discussed above, to current industry, market and economic trends, to the assumptions used in other acquisitions and to other guidelines used by companies within the same industry. We involved our valuation specialists to assist in our evaluation of the methodology used and reasonableness of the significant assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2007. Los Angeles, California March 16, 2021 58 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) As of December 31, 2020 2019 ASSETS CURRENT ASSETS Cash and cash equivalents $ 102,018 $ 40,165 Accounts receivable 129,585 154,763 Due from affiliates 5,836 1,242 Prepaid expenses and other current assets 32,985 45,004 Total current assets 270,424 241,174 PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS Property and equipment, net 399,335 367,795 Operating lease right-of-use-assets 483,661 445,477 Total property, equipment and right-of-use-assets 882,996 813,272 OTHER ASSETS Goodwill 472,879 441,973 Other intangible assets 52,393 42,994 Deferred financing costs 1,767 1,559 Investment in joint ventures 34,528 34,470 Deferred tax assets 34,687 34,548 Deposits and other 36,983 36,996 Total assets $ 1,786,657 $ 1,646,986 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable, accrued expenses and other $ 236,684 $ 207,585 Due to affiliates 14,010 14,347 Deferred revenue 39,257 1,316 Current portion of finance lease liability 2,578 3,283 Current portion of operating lease liability 65,794 61,206 Current portion of notes payable 39,791 39,691 Total current liabilities 398,114 327,428 LONG-TERM LIABILITIES Long-term finance lease liability 743 3,264 Long-term operating lease liability 463,096 420,922 Notes payable, net of current portion 612,913 652,704 Other non-current liabilities 53,488 9,529 Total liabilities 1,528,354 1,413,847 EQUITY RadNet, Inc. stockholders' equity: Common stock - $ .0001 par value, 200,000,000 shares authorized; 51,640,537 and 50,314,328 shares issued and outstanding at December 31, 2020 and 2019 respectively 5 5 Additional paid-in-capital 307,788 262,865 Accumulated other comprehensive loss ( 24,051 ) ( 8,026 ) Accumulated deficit ( 117,999 ) ( 103,159 ) Total RadNet, Inc.'s stockholders' equity 165,743 151,685 Noncontrolling interests 92,560 81,454 Total equity 258,303 233,139 Total liabilities and equity $ 1,786,657 $ 1,646,986 The accompanying notes are an integral part of these financial statements. 59 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Years Ended December 31, 2020 2019 2018 REVENUE Service fee revenue $ 931,722 $ 1,028,236 868,741 Revenue under capitation arrangements 140,118 125,943 106,405 Total revenue 1,071,840 1,154,179 975,146 Provider relief funding 26,264 — — OPERATING EXPENSES Cost of operations, excluding depreciation and amortization 965,902 999,692 867,547 Depreciation and amortization 86,795 80,607 72,899 Loss (gain) on sale and disposal of equipment and other 1,200 2,383 ( 2,054 ) Loss on impairment 4,170 — 3,937 Severance costs 4,353 1,619 1,931 Total operating expenses 1,062,420 1,084,301 944,260 INCOME FROM OPERATIONS 35,684 69,878 30,886 OTHER INCOME AND EXPENSES Interest expense 45,882 48,044 43,456 Equity in earnings of joint ventures ( 7,945 ) ( 8,350 ) ( 11,377 ) Non-cash change in fair value of interest rate hedge 2,528 — — Gain on re-measurement of pre-existing interest — ( 768 ) ( 39,539 ) Gain on extinguishment of debt ( 4,047 ) — — Other expenses (income) 120 1,283 ( 181 ) Total other expenses (income) 36,538 40,209 ( 7,641 ) (LOSS) INCOME BEFORE INCOME TAXES ( 854 ) 29,669 38,527 Provision for income taxes ( 895 ) ( 6,229 ) ( 394 ) NET (LOSS) INCOME ( 1,749 ) 23,440 38,133 Net income attributable to noncontrolling interests 13,091 8,684 5,890 NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ ( 14,840 ) $ 14,756 $ 32,243 BASIC NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ ( 0.29 ) $ 0.30 $ 0.67 DILUTED NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ ( 0.29 ) $ 0.29 $ 0.66 WEIGHTED AVERAGE SHARES OUTSTANDING Basic 50,891,791 49,674,858 48,114,275 Diluted 50,891,791 50,244,006 48,678,999 The accompanying notes are an integral part of these financial statements. 60 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (IN THOUSANDS) Years Ended December 31, 2020 2019 2018 NET (LOSS) INCOME $ ( 1,749 ) $ 23,440 $ 38,133 Foreign currency translation adjustments ( 101 ) ( 32 ) ( 69 ) Change in fair value of cash flow hedge, net of taxes ( 19,372 ) ( 10,253 ) 2,876 Change in fair value of cash flow hedge from prior periods reclassified to earnings 3,448 — — COMPREHENSIVE (LOSS) INCOME ( 17,774 ) 13,155 40,940 Less comprehensive income attributable to noncontrolling interests 13,091 8,684 5,890 COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ ( 30,865 ) $ 4,471 $ 35,050 The accompanying notes are an integral part of these financial statements. 61 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EQUITY (IN THOUSANDS EXCEPT SHARE DATA) Additional Accumulated Other Radnet, Inc. Common Stock Paid-in Comprehensive Accumulated Stockholders' Noncontrolling Total Shares Amount Capital (Loss) Income Deficit Equity Interests Equity BALANCE - JANUARY 1, 2018 47,723,915 $ 5 $ 212,261 $ ( 548 ) $ ( 150,158 ) $ 61,560 $ 8,365 $ 69,925 Issuance of stock upon exercise of options 10,000 — 20 — — 20 — 20 Stock-based compensation 713,160 — 7,719 — — 7,719 — 7,719 Forfeiture of restricted stock ( 1,150 ) — ( 7 ) — — ( 7 ) — ( 7 ) Issuance of stock for acquisitions 531,560 — 8,000 — — 8,000 — 8,000 Sale to noncontrolling interests, net of taxes — — 11,991 — — 11,991 22,666 34,657 Special distribution from noncontrolling interest — — 2,894 — — 2,894 ( 9,175 ) ( 6,281 ) Purchase of noncontrolling interests — — ( 43 ) — — ( 43 ) ( 157 ) ( 200 ) Contributions from noncontrolling interests — — — — — — 2,640 2,640 Distributions paid to noncontrolling interests — — — — — — ( 1,427 ) ( 1,427 ) Re-measurement of noncontrolling interest upon change in control — — — — — — 44,267 44,267 Change in cumulative foreign currency translation adjustment — — — ( 69 ) — ( 69 ) — ( 69 ) Change in fair value cash flow hedge, net of taxes — — — 2,876 — 2,876 — 2,876 Net income — — — — 32,243 32,243 5,890 38,133 BALANCE - DECEMBER 31, 2018 48,977,485 $ 5 $ 242,835 $ 2,259 $ ( 117,915 ) $ 127,184 $ 73,069 $ 200,253 Issuance of stock upon exercise of options 12,500 — 75 — — 75 — 75 Stock-based compensation 771,042 — 8,735 — — 8,735 — 8,735 Forfeiture of restricted stock ( 1,500 ) ( 5 ) ( 5 ) ( 5 ) Non-cash severance 12,692 — 188 — — 188 — 188 Issuance of stock for acquisitions 542,109 — 7,500 — — 7,500 — 7,500 Sale to noncontrolling interests, net of taxes — — 3,537 — — 3,537 2,008 5,545 Contributions from noncontrolling interests — — — — — — 750 750 Distributions paid to noncontrolling interests — — — — — — ( 3,057 ) ( 3,057 ) Change in cumulative foreign currency translation adjustment — — — ( 32 ) — ( 32 ) — ( 32 ) Change in fair value cash flow hedge, net of taxes — — — ( 10,253 ) — ( 10,253 ) — ( 10,253 ) Net income — — — — 14,756 14,756 8,684 23,440 BALANCE - DECEMBER 31, 2019 50,314,328 $ 5 $ 262,865 $ ( 8,026 ) $ ( 103,159 ) $ 151,685 $ 81,454 $ 233,139 Shares issued under the equity compensation plan 491,674 — — — — — — — Issuance of common stock under the DeepHealth equity compensation plan 10,920 — — — — — — — Stock-based compensation expense — — 12,463 — — 12,463 — 12,463 Issuance of common stock for sale of unregistered securities for the DeepHealth acquisition 823,615 — 33,011 — — 33,011 — 33,011 Tax effect on gain on sale of noncontrolling interest — — ( 551 ) — — ( 551 ) — ( 551 ) Distributions paid to noncontrolling interests — — — — — — ( 1,985 ) ( 1,985 ) Change in cumulative foreign currency translation adjustment — — — ( 101 ) — ( 101 ) — ( 101 ) Change in fair value cash flow hedge, net of taxes — — — ( 19,372 ) — ( 19,372 ) — ( 19,372 ) 62 Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 3,448 — 3,448 — 3,448 Net loss — — — — ( 14,840 ) ( 14,840 ) 13,091 ( 1,749 ) BALANCE - DECEMBER 31, 2020 51,640,537 $ 5 $ 307,788 $ ( 24,051 ) $ ( 117,999 ) $ 165,743 $ 92,560 $ 258,303 The accompanying notes are an integral part of these financial statements. 63 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Years Ended December 31, 2020 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ ( 1,749 ) $ 23,440 $ 38,133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 86,795 80,607 72,899 Amortization of operating lease right-of-use assets 67,915 66,842 — Equity in earnings of joint ventures, net of dividends 1,577 248 13,469 Amortization and write off of deferred financing costs and loan discount 4,413 4,184 3,898 Loss (gain) on sale and disposal of equipment and other 1,200 2,383 ( 2,054 ) Gain on extinguishment of debt ( 4,047 ) — — Gain on re-measurement of pre-existing interest — ( 768 ) ( 39,539 ) Loss on impairment 4,170 — 3,937 Amortization of cash flow hedge 3,448 — — Non-cash change in fair value of interest rate hedge 2,528 — — Stock-based compensation 12,405 8,730 7,662 Other non cash item in other expenses 242 ( 371 ) — Change in value of contingent consideration — ( 3,123 ) 1,749 Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: Accounts receivable 25,206 ( 17,482 ) 2,145 Other current assets 6,588 ( 3,557 ) ( 9,248 ) Other assets ( 5,425 ) ( 2,326 ) ( 1,687 ) Deferred taxes ( 611 ) ( 3,888 ) ( 6,935 ) Operating lease liability ( 53,906 ) ( 66,831 ) — Deferred rent — — 6,312 Deferred revenue 37,941 ( 1,082 ) ( 208 ) Accounts payable, accrued expenses and other liabilities 45,069 17,316 26,221 Net cash provided by operating activities 233,759 104,322 116,754 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of imaging facilities ( 31,265 ) ( 27,150 ) ( 73,192 ) Equity investments at fair value — ( 143 ) ( 2,200 ) Purchase of property and equipment ( 94,172 ) ( 74,153 ) ( 72,180 ) Proceeds from sale of equipment 828 1,160 2,575 Proceeds from the sale of equity interests in a joint venture — 132 — Proceeds from sale of internal use software — — 248 Nulogix return of capital — 792 — Equity contributions in existing and purchase of interest in joint ventures ( 1,635 ) ( 103 ) ( 2,000 ) Net cash used in investing activities ( 126,244 ) ( 99,465 ) ( 146,749 ) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on notes and leases payable ( 3,562 ) ( 6,494 ) ( 6,072 ) Payments on term loan debt ( 43,296 ) ( 40,742 ) ( 33,830 ) Additional deferred finance costs on revolving loan amendment ( 741 ) — — Proceeds from debt issuance, net of issuance costs — 97,144 — Proceeds from paycheck protection program loans 4,023 — — Distributions paid to noncontrolling interests ( 1,985 ) ( 3,057 ) ( 1,427 ) Proceeds from sale of noncontrolling interest — 5,275 — Contributions from noncontrolling partners — 750 2,640 Proceeds from revolving credit facility 250,900 261,200 204,300 Payments on revolving credit facility ( 250,900 ) ( 289,200 ) ( 176,300 ) Purchase of noncontrolling interests — — ( 200 ) Proceeds from issuance of common stock upon exercise of options — 75 20 Net cash (used in) provided by financing activities ( 45,561 ) 24,951 ( 10,869 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 101 ) ( 32 ) ( 69 ) NET INCREASE (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 61,853 29,776 ( 40,933 ) CASH AND CASH EQUIVALENTS, beginning of period 40,165 10,389 51,322 CASH AND CASH EQUIVALENTS, end of period $ 102,018 $ 40,165 $ 10,389 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest $ 39,521 $ 46,254 $ 37,016 Cash paid during the period for income taxes $ 5,069 $ 5,884 $ 4,933 The accompanying notes are an integral part of these financial statements. RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Supplemental Schedule of Non-Cash Investing and Financing Activities We acquired equipment and certain leasehold improvements for approximately $ 52.0 million, $ 51.7 million, and $ 47.8 million during the years ended December 31, 2020, 2019 and 2018, respectively, that we had not paid for as of December 31, 2020, 2019 and 2018, respectively. The offsetting amount due was recorded in our consolidated balance sheets under “accounts payable, accrued expenses and other.” We executed inclusive of all acquisitions, finance lease liability/capital lease debt of approximately $ 20.0 thousand, $ 0.1 million, and $ 6.7 million during the twelve months ended December 31, 2020, 2019, and 2018. On June 1, 2020, we completed our stock purchase of DeepHealth, Inc. by issuing 823,615 shares of our common stock to purchase all of DeepHealth's shares and share equivalents. The shares were assigned a value of $ 13.9 million. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. On August 1, 2019 we issued RadNet common stock in the amount of $ 1.5 million to acquire a 75 % controlling interest in our formerly owned joint venture Nulogix. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. On August 1, 2019 we completed a step-up acquisition upon the dissolution of our former 49 % owned joint venture, Garden State Radiology LLC ("GSRN"). We made a fair value determination of our original 49 % interest which resulted in a step-up gain of approximately $ 1.3 million. See Note 4, Facility Acquisitions and Dispositions, for further information. We transferred approximately $ 4.3 million in net assets to our new joint venture, Ventura County Imaging Group. LLC in March 2019. See Note 4, Facility Acquisitions and Dispositions, for further information. On February 27, 2019, we issued 440,207 shares of our common stock to the sellers of Hudson Valley Radiology Associates, P.L.L.C. ("HVRA") which permitted our variable interest entity, Lenox Hill Radiology and Medical Imaging Associates, P.C., to complete its purchase of the membership interest of HVRA. The shares were ascribed a value of $ 6.0 million. We also recorded contingent consideration valued at $ 0.7 million to guarantee the share value issued for a period of six months post acquisition date, which was taken to income upon the completion of the time period. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. On October 1, 2018, we obtained control over the operations of New Jersey Imaging Network (NJIN) through an agreement with the other equity interest holder for no cash consideration. As such, we consolidated the financial statements of NJIN effective as of that date and recognized fair value of non controlling interest of $ 44.3 million on the date of the transaction. We remeasured our pre-existing 49 % equity interest in NJIN upon consolidation and recognized a non cash gain of $ 39.5 million. We also obtained control of $ 5.4 million cash in NJIN as a result of such consolidation. The economic interest of each party remained the same after consolidation. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. On October 1, 2018 we acquired Medical Arts Radiology for cash consideration of $ 50.9 million, the assumption of $ 2.7 million in equipment debt, and $ 8.0 million in RadNet common stock. As part of the transaction, we recorded a contingent liability of approximately $ 0.7 million to guarantee the sellers stock price stability for a period of one year from the date of acquisition. For the year ended December 31, 2018 we recorded a $ 1.7 million charge to record the contingent liability at fair market value. For the year ended December 31, 2019, we recorded $ 2.4 million to income to resolve the fair market value charge recorded at December 31, 2019 and the original contingent liability at purchase. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. The Company received a one-time special distribution from a controlled subsidiary which resulted in a $ 9.2 million adjustment to noncontrolling interest and $ 3.0 million, net of taxes, to the Company’s additional paid in capital account in September 2018. The Company received $ 15.0 million in fixed assets and assumed $ 4.0 million in capital lease debt in January 2018 from the Company’s partner in Beach Imaging LLC. See Note 4, Facility Acquisitions and Dispositions contained herein for further information. 64 RADNET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF BUSINESS We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. At December 31, 2020, we operated directly or indirectly through joint ventures with hospitals, 331 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, and New York. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures. In addition to our imaging services, we have certain other software subsidiaries which design and sell computerized systems for the imaging industry and internally develop Artificial Intelligence suites to enhance interpretation of radiographic images. Our operations comprise a single segment for financial reporting purposes. The consolidated financial statements include the accounts of RadNet, Inc as well as its subsidiaries in which RadNet has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which we are the primary beneficiary (as described in more detail below). All material intercompany transactions and balances have been eliminated upon consolidation. All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report Accounting regulations stipulate that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity. VIEs that we consolidate as the primary beneficiary consist of professional corporations which are owned or controlled by individuals within our senior management, namely Howard G. Berger, M.D., our President and Chief Executive Officer, and John V. Crues, III, M.D., RadNet's Medical Director; both of whom are members of our Board of Directors. Dr. Berger owns, indirectly, 99 % of the equity interests in Beverly Radiology Medical Group III (BRMG) and a controlling interest in two professional corporations in New York City. BRMG is responsible for the professional medical services at nearly all of our facilities located in California. Dr. Crues owns six professional corporations which provide medical services in Delaware, Maryland, New Jersey and New York. Additionally, Dr. Crues is a 1 % owner of BRMG. These VIEs are collectively referred to as the consolidated medical group ("the Group"). RadNet provides non-medical, technical and administrative services to the Group for which it receives a management fee, pursuant to the related management agreements. Through the management agreements we have exclusive authority over all non-medical decision making related to the ongoing business operations and we determine the annual budget. The Group has insignificant operating assets and liabilities, and de minimis equity. Through management agreements with us, substantially all cash flows of the Group after expenses, including professional salaries, are transferred to us. We consolidate the revenue and expenses, assets and liabilities of the Group. The Group on a combined basis recognized $ 147.6 million, $ 157.4 million, and $ 132.9 million of revenue, net of management services fees to RadNet, for the years ended December 31, 2020, 2019, and 2018, respectively and $ 147.6 million, $ 157.4 million, and $ 132.9 million of operating expenses for the years ended December 31, 2020, 2019, and 2018, respectively. RadNet, Inc. recognized $ 600.7 million, $ 618.9 million, and $ 505.2 million of total billed net service fee revenue for the years ended December 31, 2020, 2019, and 2018, respectively, for management services provided to them relating primarily to the technical portion of billed revenue. 65 The cash flows of the Group are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our consolidated balance sheets at December 31, 2020 and December 31, 2019, we have included approximately $ 82.3 million and $ 100.3 million, respectively, of accounts receivable and approximately $ 15.2 million and $ 7.0 million of accounts payable and accrued liabilities related to the Group, respectively. The creditors of the Group do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of them. However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. We also own a 49 % economic interest in ScriptSender, LLC, which provides secure data transmission services of medical information. Through a management agreement, RadNet provides management and accounting services and receives an agreed upon fee. ScriptSender LLC is dependent on the Company to finance its own activities, and as such we determined that it is a VIE but we are not a primary beneficiary since we do not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance. At all of our centers not serviced by the Group we have entered into long-term contracts (typically 10 to 40 years in length) with independent radiology groups to provide physician services at those centers. These radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers. The radiology practices maintain full control over the provision of professional services. Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee based on the value of the services we provide. We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures. The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees paid to us and we have no economic controlling interest in these radiology practices. As such, the financial results of these practices are not consolidated in our financial statements. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION – The operating activities of subsidiaries are included in the accompanying consolidated financial statements (“financial statements”) from the date of acquisition. Investments in companies in which we have the ability to exercise significant influence, but not control, are accounted for by the equity method. All intercompany transactions and balances, with our consolidated entities and the unsettled amount of intercompany transactions with our equity method investees, have been eliminated in consolidation. As stated in Note 1 above, the Group consists of VIEs and we consolidate the operating activities and balance sheets of each. Additionally, we determined that our unconsolidated joint venture, ScriptSender, LLC, is also a VIE as it is dependent on our operational funding but we are not a primary beneficiary since RadNet does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance. USE OF ESTIMATES - The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which 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 our reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements; our disclosure of contingent assets and liabilities at the dates of the financial statements; and our reported amounts of revenues and expenses in our consolidated statements of operations 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. RECLASSIFICATION - For the year 2019, we have reclassified certain amounts previously classified as held for sale related to property and equipment and goodwill to conform to our 2020 presentation. REVENUES – Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period when our obligations to provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payor (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial 66 insurance companies) the third-party payors. The payment arrangements with third-party payors for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. As it relates to the Group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by them as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees. As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors. Estimates of contractual allowances under Medicare, Medicaid, managed care and commercial insurance plans are based upon historical collection experience of the payments received from such payors in accordance with the underlying contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have price concessions applied. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans. On January 1, 2018, we adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding our revenue recognition policies and significant judgments employed in the determination of revenue. Our total net revenues for the years ended December 31, 2020, 2019, and 2018 are presented in the table below (in thousands): 2020 2019 2018 Commercial insurance $ 584,035 $ 642,341 $ 542,011 Medicare 217,928 237,427 192,881 Medicaid 25,619 28,283 25,615 Workers' compensation/personal injury 33,478 42,792 34,193 Other patient revenue 25,314 23,862 25,117 Management fee revenue 11,253 11,659 13,882 Imaging on call and software 10,798 17,317 16,261 Other 23,297 24,555 18,781 Service fee revenue 931,722 1,028,236 868,741 Revenue under capitation arrangements 140,118 125,943 106,405 Total revenue $ 1,071,840 $ 1,154,179 $ 975,146 COVID-19 PANDEMIC AND CARES ACT FUNDING - On March 11, 2020 the World Health Organization (WHO) designated COVID-19 as a global pandemic. Patient volumes and the related revenues for our services were significantly impacted during the latter portion of the first quarter through the middle of the third quarter of 2020 as a result of federal, state and local government mandated restrictions requiring many people to remain at home and forced the closure of or limitations on certain businesses, as well as suspended elective procedures by health care facilities. Many of these restrictions 67 have been eased or completely lifted across the states the Company operates in however, we are unable to predict the future impact of the pandemic on our operations. During the twelve months ended December 31, 2020, we received $ 43.2 million of accelerated Medicare payments, $ 5.0 million from Blue Shield, $ 26.3 million from the general distribution and $ 4.0 million from the Paycheck Protection Program established through the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The accelerated Medicare payments are recorded under the caption “ Deferred Revenue“ in our consolidated balance sheet and will be withheld from reimbursements for services in 2021 and 2022. The general distribution funds were accounted for as government grants and recognized as other revenue, once reasonable assurance that the applicable terms and conditions required to retain the funds were met, under the caption “Provider relief funding” in our Consolidated Statements of Operations. The CARES Act also provides for a payment deferral of the employer portion of Social Security tax incurred during the pandemic, allowing half of such payroll taxes to be deferred until December 2021 and the remaining half until December 2022. At December 31, 2020, the Company had deferred $ 16.3 million of Social Security taxes. These payment deferrals are recorded as payroll tax liability under the caption “Accounts payable, accrued expenses and other” in our consolidated balance sheet. We believe the extent of the COVID-19 pandemic’s impact on our operating results and financial condition has been and will continue to be driven by many factors, most of which are beyond our control and ability to forecast. Such factors include, but are not limited to, the scope and duration of stay-at-home practices, business closures and restrictions, suspensions of elective procedures and continued decline in procedure volumes for an indeterminable length of time and incremental expenses required for supplies and personal protective equipment. Because of these uncertainties, we cannot estimate the length or impact of the pandemic on our business. If we incur declines in cash flows and results of operations, such declines could have an impact on the inputs and assumptions used in significant accounting estimates, including implicit prices concessions related to uninsured patient accounts, and potential impairment of goodwill and long-lived assets. During the fourth quarter of 2020, procedure volumes continued to increase and have had a positive impact on our patient revenue. However, the impact of COVID-19 in future periods may vary and could adversely impact our results of operations. ACCOUNTS RECEIVABLE – Substantially all of our 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. We continuously monitor collections from our payors and record an estimated price concession based upon specific payor collection issues that we have identified and our historical experience. We have entered into factoring agreements with various institutions and sold certain accounts receivable under non-recourse agreements. These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers. The aggregate amounts factored under these facilities, net of discounts recorded to reflect market interest rates is $ 29.5 million. Proceeds are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long term portion. At December 31, 2020 we have $ 20.5 million remaining to be collected on these agreements. We do not utilize factoring arrangements as an integral part of our financing for working capital. SOFTWARE REVENUE RECOGNITION – Our software division has developed and sells Picture Archiving Communications Systems (“PACS”) and related services. The PACS sales are made primarily through our sales force and generally include hardware, software, installation, training and first-year warranty support. Hardware which is not unique or special purpose, is purchased from a third-party and resold to customers with a small mark-up. We have determined that our core software products, such as PACS, are essential to most of our arrangements as hardware, software and related services are sold as an integrated package. Revenue is recognized when a performance obligation is satisfied by transferring a promised good or service to a customer. For the years ended December 31, 2020, 2019 and 2018, we recorded approximately $ 8.6 million, $ 10.1 million, and $ 6.8 million, respectively, in revenue related to our software business which is included in net service fee revenue in our consolidated statement of operations. At December 31, 2020 we had deferred revenue of approximately $ 1.2 million associated with these sales which we expect to recognize into revenue over the next 12 months. SOFTWARE DEVELOPMENT COSTS – When we develop our own software and artificial intelligence solutions we capitalize and amortize those costs over their useful life. Costs related to the research and development of new software products and enhancements to existing software intended for resale to our customers are expensed as incurred. 68 CONCENTRATION OF CREDIT RISKS – Financial instruments that potentially subject us to credit risk are primarily cash equivalents and accounts receivable. We have placed our cash and cash equivalents with one major 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 of our 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. We continuously monitor collections and maintain an allowance for bad debts based upon our historical collection experience. In addition, we have notes receivable stemming from our factoring of accounts receivable as stated above. Companies with which we factor our receivables are well known established buyers of such instruments, have agreed to assume the full risk of their collection, and to date have made all payments due to us in a timely manner. CASH AND CASH EQUIVALENTS – We consider 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 the fair market value. DEFERRED FINANCING COSTS – Costs of financing are deferred and amortized using the effective interest rate method. Deferred financing costs are solely related to our Barclays Revolving Credit Facilities. Deferred financing costs, net of accumulated amortization, were $ 1.8 million and $ 1.6 million for the twelve months ended December 31, 2020 and 2019, respectively. See Note 8, Revolving Credit Facility, Notes Payable, and Capital Leases for more information on our revolving lines of credit. PROPERTY AND EQUIPMENT – Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization of property 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 lesser of lease term or their estimated useful lives, which range from 3 to 15 years. Maintenance and repairs are charged to expense as incurred. BUSINESS COMBINATION – When the qualifications for business combination accounting treatment are met, it requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. GOODWILL AND INDEFINITE LIVED INTANGIBLES – Goodwill totaled $ 472.9 million and $ 442.0 million million at December 31, 2020 and December 31, 2019, respectively. Indefinite lived intangible assets at December 31, 2020 were $ 7.1 million and $ 11.3 million at December 31, 2019 and are associated with the value of certain trade name intangibles. Goodwill and trade name intangibles are recorded as a result of business combinations. When we determine the carrying value of goodwill exceeds its fair value, an impairment charge would be recognized which should not exceed the total amount of goodwill allocated to that reporting unit. We determined fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation. If multiple valuation methodologies are used, the results are weighted appropriately. We tested both goodwill and trade name intangibles for impairment on October 1, 2020. However, during the year we ceased employing certain indefinite lived trade names with a total value of $ 4.2 million and they were written off in full. Separate from this, our annual impairment test as of October 1, 2020 noted no other impairment, and we have not identified any indicators of impairment through December 31, 2020. During the testing of goodwill and trade name intangibles at October 1, 2018, our Teleradiology reporting unit, Imaging On Call, (IOC), experienced a reduction of professional medical group clients and a loss of a contract with a major local health provider during 2018. This affected its estimated fair value and resulted in impairment charges to our reporting unit of $ 3.9 million for the twelve months ended December 31, 2018, with goodwill representing $ 3.8 million of the total and the remainder being its trade name of approximately $ 0.1 million. The estimated fair value of IOC reporting unit was determined by using the discounted cash flow method. LONG-LIVED ASSETS – We evaluate our long-lived assets (property and equipment) and intangibles, other than goodwill, for impairment when events or changes indicate the carrying amount of an asset may not be recoverable. Accounting standards requires that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived 69 intangible is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any periods presented. INCOME TAXES – Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized. Income taxes are further explained in Note 10, Income Taxes. LEASES - We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liability, and long term operating lease liability in our consolidated balance sheets. Finance leases are included in property and equipment, current finance lease liability, and long-term finance lease liability in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate ("IBR") based on the information available at commencement date in determining the present value of lease payments. Our IBR used to discount the stream of lease payments is closely related to the interest rates charged on our collateralized debt obligations and is adjusted when those rates experience a substantial change. We include options to extend a lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. ROU assets are tested for impairment if circumstances suggest that the carrying amount may not be recoverable. Our ROU assets consist of facility and equipment assets on operating leases. No events have occurred which have impaired the integrity of our ROU assets in 2020. Our facility leases require us to maintain insurance policies which would cover major damage to our facilities. We maintain business interruption insurance to cover loss of business due to a facility becoming non-operational under certain circumstances. Our equipment leases are covered by warranty and service contracts which cover repairs and provide regular maintenance to keep the equipment in functioning order. See Note 9, Leases, for more information. UNINSURED RISKS – On November 1, 2008 we obtained a fully funded and insured workers’ compensation policy, thereby eliminating any uninsured risks for employee injuries occurring on or after that date. This fully funded policy remained in effect through November 1, 2013 and continues to cover any claims incurred through this date. On November 1, 2013 we entered into a high-deductible workers’ compensation insurance policy. We have recorded liabilities of $ 4.1 million and $ 3.8 million for each of the years ending December 31, 2020 and December 31, 2019, respectively, for the estimated future cash obligations associated with the unpaid portion of the workers compensation claims incurred. We and our affiliated physicians carry an annual medical malpractice insurance policy that protects us for claims that are filed during the policy year and that fall within policy limits. The policy has a deductible which is $ 10,000 per incidence for the years ended December 31, 2020 and December 31, 2019, respectively. In December 2008, in order to eliminate the exposure for claims not reported during the regular malpractice policy period, we purchased a medical malpractice claims made tail policy, which provides coverage for any claims reported in the event that our medical malpractice policy expires. As of December 31, 2020, this policy remains in effect. We have entered into an arrangement with Blue Shield to administer and process claims under a self-insured plan that provides health insurance coverage for our employees and dependents. We have recorded liabilities as of December 31, 2020 and 2019 of $ 6.6 million and $ 4.9 million, respectively, for the estimated future cash obligations associated with the unpaid portion of the medical and dental claims incurred by our participants. Additionally, we entered into an agreement with Blue 70 Shield for a stop loss policy that provides coverage for any claims that exceed $ 250,000 up to a maximum of $ 1.0 million in order for us to limit our exposure for unusual or catastrophic claims. EMPLOYEE BENEFIT PLAN – We adopted a profit-sharing/savings plan pursuant to Section 401(k) of the Internal Revenue Code that covers substantially all non-professional employees. Eligible employees may contribute on a tax-deferred basis a percentage of compensation, up to the maximum allowable under tax law. Employee contributions vest immediately. We can elect to provide a matching contribution in the amount to a maximum of 1.0 % per 4.0 % of employee contribution, and have done so since 2017. We contributed $ 2.9 million in matching for the year ended December 31, 2019 and have elected no t to fund a matching contribution for the plan year ended December 31, 2020. LOSS AND OTHER UNFAVORABLE CONTRACTS – We assess the profitability of our contracts to provide management services to our contracted physician groups and identify those contracts where current operating results or forecasts indicate probable future losses. Anticipated future revenue is compared to anticipated costs and if the anticipated future cost exceeds the revenue, a loss contract accrual is recorded. In connection with the acquisition of Radiologix in November 2006, we acquired certain management service agreements which met this criterion and recorded to other non-current liabilities an $ 8.9 million loss contract accrual. Of the $ 4.6 million ending balance at December 31, 2018, approximately $ 4.0 million, ($ 2.8 million net of taxes), was settled against the purchase consideration of Hudson Valley Radiology Associates, P.L.L.C. (HVRA) by our VIE entity Lenox Hill Radiology and Medical Associates, P.C. and the remaining balance of approximately $ 558,000 was written off upon ending a contract with a physician group. See Note 4, Facility Acquisitions and Dispositions for further information on the purchase of HVRA. EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we first amended and restated as of April 20, 2015, and again on March 9, 2017 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 8, 2017. We have reserved for issuance under the Restated Plan 14,000,000 shares of common stock. We can issue options, stock awards, stock appreciation rights, stock units and cash awards under the Restated Plan. Certain options granted under the Restated Plan to employees are intended to qualify as incentive stock options under existing tax regulations. Stock options and warrants generally vest over three to five years and expire five to ten years from date of grant. The compensation expense associated with option grants is calculated based on a valuation model, typically the Black–Scholes model, which requires certain management assumptions with respect to volatility. The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods. Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees. In connection with our acquisition of DeepHealth Inc. on June 1, 2020, we assumed the DeepHealth, Inc. 2017 Stock Incentive Plan, including outstanding options awards that can be exercised for our common stock. No additional awards will be granted under the DeepHealth, Inc. 2017 Equity Incentive Plan. See Note 4, Facility Acquisitions and Note 11, Stock-Based Compensation, for more information. FOREIGN CURRENCY TRANSLATION – The functional currency of our foreign subsidiaries is the local currency. Assets and liabilities denominated in foreign currencies are translated using the exchange rate at the balance sheet dates. Revenues and expenses are translated using average exchange rates prevailing during the reporting period. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive income (loss). Gains and losses related to the foreign currency portion of international transactions are included in the determination of net income. COMPREHENSIVE (LOSS) INCOME – Accounting guidance establishes rules for reporting and displaying comprehensive income (loss) and its components. Our unrealized gains or losses on foreign currency translation adjustments and our interest rate cap and swap agreements are included in comprehensive income (loss). The components of comprehensive income (loss) for the three years in the period ended December 31, 2020 are included in the consolidated statements of comprehensive income (loss). COMMITMENTS AND CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Based on current information, we do not believe that reasonably possible or probable losses associated with pending legal proceedings would either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. 71 In the second quarter of 2019, we accrued a liability of $ 2.3 million related to allegations by the US Attorney's Office for the Western District of New York that RadNet submitted certain claims which incorrectly identified the physician who furnished the radiology services. The final settlement, which admits no wrong-doing on behalf of RadNet, was $ 2.2 million and paid in September 2019. DERIVATIVE INSTRUMENTS 2016 CAPS In the fourth quarter of 2016, we entered into two forward interest rate cap agreements ("2016 Caps"). The 2016 Caps matured in September and October 2020. The 2016 Caps had notional amounts of $ 150,000,000 and $ 350,000,000 , respectively, which were designated at inception as cash flow hedges of future cash interest payments associated with portions of our variable rate bank debt. Under these arrangements, we purchased a cap on 3 month LIBOR at 2.0 %. We were liable for a $ 5.3 million premium to enter into the caps which accrued to current liabilities on our balance sheet and paid over the life of the 2016 Caps. The gain or loss of the hedge (i.e. change in fair value) was reported as a component of accumulated other comprehensive income (loss) in the consolidated statement of equity. A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive (loss) income, net of taxes is as follows (amounts in thousands): Interest Rate Contracts For the twelve months ended Amount of Gain (Loss) Recognized on Derivative, net of taxes Location of Gain (Loss) Recognized in Income on Derivative December 31, 2020 $ 788 Other Comprehensive Income December 31, 2019 ( 4,383 ) Other Comprehensive Loss December 31, 2018 2,876 Other Comprehensive Income 2019 SWAPS In the second quarter of 2019, we entered into four forward interest rate agreements ("2019 swaps"). The 2019 swaps have total notional amounts of $ 500,000,000 , consisting of two agreements of $ 50,000,000 each and two agreements of $ 200,000,000 each. The 2019 swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the two smaller notional and October 2025 for the two larger notional. Under these arrangements, we arranged the 2019 swaps with locked in 1 month LIBOR rates at 1.96 % for the $ 100,000,000 notional and at 2.05 % for the $ 400,000,000 notional. As of the effective date, we will be liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates remain above the arranged rates. At inception, we designated our 2019 Swaps as cash flow hedges of floating-rate borrowings. In accordance with accounting guidance, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e. change in fair value) is reported as a component of comprehensive loss in the consolidated statement of equity. The remaining gain or loss, if any, is recognized currently in earnings. The cash flows for both our $ 400,000,000 notional interest rate swap contract locked in at 2.05 % due October 2025 and our $ 100,000,000 notional interest rate swap contract locked in at 1.96 % do not match the cash flows for our First Lien Term Loans and so we have determined that they are not currently effective as cash flow hedges. Accordingly, all changes in their fair value after April 1, 2020 for the $ 400,000,000 notional and after July 1, 2020 for the $ 100,000,000 notional will be recognized in earnings. As of July 1, 2020, the total change in fair value relating to swaps included in other comprehensive income was approximately $ 24.4 million, net of taxes. This amount will be amortized to interest expense through October 2023 at approximately $ 0.4 million per month and continuing at approximately $ 0.3 million through October 2025. A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 swaps which remain ineffective is as follows (amounts in thousands): 72 Interest Rate Contracts - Effective Portion For the twelve months ended Amount of Loss Recognized on Derivative, net of taxes Location of Loss Recognized in Income on Derivative December 31, 2020 $( 20,160 ) Other Comprehensive Loss December 31, 2019 $( 5,870 ) Other Comprehensive Loss A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps for the Swaps that became ineffective in 2020 is as follows (amounts in thousands): Interest Rate Contracts - Ineffective Portion For the twelve months ended Amount of loss recognized in income on derivative (current period ineffective portion) Location of loss recognized in Income on derivative (current period ineffective portion) Amount of loss reclassified from accumulated OCI into income (prior period effective portion) Location of loss reclassified from accumulated OCI into income (prior period effective portion) December 31, 2020 $( 2,528 ) Other Income (Expense) $( 3,448 ) Equity and Interest Expense FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of inputs used to determine fair value. Accordingly, assets and liabilities carried at, or permitted to be carried at, fair value are classified within the fair value hierarchy in one of the following categories based on the lowest level input that is significant to a fair value measurement: Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models such as interest rates and yield curves that can be corroborated by observable market data. Level 3—Fair value is determined by using inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgment. Derivatives: The table below summarizes the estimated fair values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets in our consolidated balance sheets, as follows (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Current and long term liabilities 2016 CAPS - Interest Rate Contracts $ — $ — $ — $ — 2019 SWAPS - Interest Rate Contracts $ — $ 37,989 $ — $ 37,989 As of December 31, 2019 Level 1 Level 2 Level 3 Total Current and long term liabilities 2016 CAPS - Interest Rate Contracts $ — $ 1,081 $ — $ 1,081 2019 SWAPS - Interest Rate Contracts $ — $ 9,477 $ — $ 9,477 The estimated fair value of these contracts was determined using Level 2 inputs. More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the 73 counterparty’s forward LIBOR curve. The forward LIBOR curve is readily available in the public markets or can be derived from information available in the public markets. Long Term Debt The table below summarizes the estimated fair value and carrying amount of our SunTrust (Term Loan Agreement) and Barclays (First Lien Term Loans) long-term debt as follows (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 661,640 $ — $ 661,640 $ 662,403 As of December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 708,948 $ — $ 708,948 $ 705,699 Our Barclays revolving credit facility had no aggregate principal amount outstanding as of December 31, 2020 and December 31, 2019, respectively. Our SunTrust revolving credit facility had no aggregate principal amount outstanding as of December 31, 2020 and December 31, 2019, respectively. The estimated fair values of our long-term debt, which is discussed in Note 8, was determined using Level 2 inputs for the Barclays and SunTrust term loans. Level 2 inputs primarily related to comparable market prices. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables 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, we consider the carrying amount of our capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. 74 EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): Years Ended December 31, 2020 2019 2018 Net (loss) income attributable to RadNet, Inc. common stockholders $ ( 14,840 ) $ 14,756 $ 32,243 BASIC NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 50,891,791 49,674,858 48,114,275 Basic net (loss) income per share attributable to RadNet, Inc. common stockholders $ ( 0.29 ) $ 0.30 $ 0.67 DILUTED NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 50,891,791 49,674,858 48,114,275 Add nonvested restricted stock subject only to service vesting — 208,963 180,631 Add additional shares issuable upon exercise of stock options and warrants — 360,185 384,093 Weighted average number of common shares used in calculating diluted net income per share 50,891,791 50,244,006 48,678,999 Diluted net (loss) income per share attributable to RadNet, Inc. common stockholders $ ( 0.29 ) $ 0.29 $ 0.66 Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: Nonvested restricted stock subject to service vesting 329,159 — — Shares issuable upon the exercise of stock options 554,444 — — EQUITY INVESTMENTS AT FAIR VALUE- As of December 31, 2020, we have three equity investments for which a fair value is not readily determinable and we do not have significant influence and therefore the total amounts invested are recognized at cost. In accordance with accounting guidance , if there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost less impairment, whereby impairment is based on a qualitative assessment. Medic Vision, based in Israel, specializes in software packages that provide compliant radiation dose structured reporting and enhanced images from reduced dose CT scans. On March 24, 2017, we acquired an initial 12.50 % equity interest in Medic Vision - Imaging Solutions Ltd for $ 1.0 million. We also received an option to exercise warrants to acquire up to an additional 12.50 % equity interest for $ 1.4 million within one year from the initial share purchase date, if exercised in full. On March 1, 2018 we exercised our warrant in part and acquired an additional 1.96 % for $ 200,000 . Our initial equity interest has been diluted to 12.25 % and our total equity investment stands at 14.21 %. In accordance with accounting guidance , as we exercise no significant influence over Medic Vision’s operations, the investment is recorded at its cost of $ 1.2 million, given that the fair value is not readily determinable. No observable price changes or impairment in our investment was noted as of the year ended December 31, 2020. Turner Imaging Systems, based in Utah, develops and markets portable X-ray imaging systems that provide a user the ability to acquire X-ray images wherever and whenever they are needed. On February 1, 2018, we purchased 2.1 million preferred shares in Turner Imaging Systems for $ 2.0 million. On January 1, 2019 we funded a convertible promissory note in the amount of $ 143,000 that converted to an additional 80,000 preferred shares on October 11, 2019. No observable price changes or impairment in our investment was noted for the year ended December 31, 2020. 75 WhiteRabbit.ai Inc., based in California, is currently developing an artificial intelligence suite which aims to improve the speed and accuracy of cancer detection in radiology and improve patient care. On November 5, 2019 we acquired an equity interest in the company for $ 1.0 million and also loaned the company $ 2.5 million in support of its operations. No observable price changes or impairment in our investment was noted for the year ended December 31, 2020. INVESTMENT IN JOINT VENTURES – We have 13 unconsolidated joint ventures with ownership interests ranging from 35 % to 55 %. These joint ventures represent partnerships with hospitals, health systems or radiology practices 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. Our investment in these joint ventures is accounted for under the equity method, as we do not have a controlling financial interest in such ventures. We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist. No indicators of impairment existed as of December 31, 2020. Joint venture formations Effective November 1, 2020, Arizona Diagnostic Radiology Group LLC ("ADRG"), an entity we formed in conjunction with CHI National Services Inc. ("CHI"), assumed operational and managerial control of our Arizona centers. We hold a 49 % economic interest and CHI holds the majority 51 % economic interest, respectively in ADRG and account for the venture under the equity method . The entity was formed in part to leverage CHI's established presence in the Phoenix, Arizona market as a major health care provider. Joint venture investment contribution In the month of August 2020, we made additional cash contributions to our Santa Monica Imaging Group, LLC partnership in the amount of $ 1.6 million in support of its expanded operations. We maintain our 35 % economic interest in the partnership. Sale of joint venture interest: On April 1, 2017, we formed in conjunction with Cedars Sinai Medical Center (“CSMC”) the Santa Monica Imaging Group, LLC (“SMIG”), consisting of two multi-modality imaging centers located in Santa Monica, CA with RadNet holding a 40 % economic interest and CSMC holding a 60 % economic interest. RadNet accounts for our share of the venture under the equity method. On January 1, 2019, CSMC purchased from the us an additional 5 % economic interest in SMIG valued at $ 134,000 . As a result of the transaction, our economic interest in SMIG has been reduced to 35 %. We recorded a loss of $ 2,000 on the transaction. Change in control of existing joint ventures On October 6, 2014, we acquired a 49 % equity interest in Garden State Radiology Network, LLC ("GSRN") for cash consideration of $ 2.2 million. The venture consisted of two imaging centers located in New Jersey. On August 1, 2019, the entity was dissolved by transferring ownership of the assets of the centers with each partner receiving full ownership of one center. See Note 4, Facility Acquisitions and Dispositions, for further information. On April 12, 2018 we acquired 25 % share capital in Nulogix, Inc. for cash consideration of $ 2.0 million. On August 1, 2019 we completed via the issuance of RadNet common stock valued at $ 1.5 million, the acquisition of the remaining 75 % economic interest and we now consolidate the financial statements of Nulogix. See Note 4, Facility Acquisitions and Dispositions, for further information. On October 1, 2018, we obtained control over the operations of NJIN through an agreement with the other equity interest holder for no cash consideration. As such, we consolidated the financial statements of NJIN effective that date. The economic interest of each party remained the same after consolidation. Joint venture investment and financial information The following table is a summary of our investment in joint ventures during the years ended December 31, 2020 and December 31, 2019 (in thousands): 76 Balance as of December 31, 2018 $ 37,973 Equity contributions in existing and purchase of interest in joint ventures 103 Equity in earnings in these joint ventures 8,350 Sale of ownership interest ( 134 ) Dissolution of GSRN ( 1,428 ) Nulogix return of capital ( 792 ) Nulogix change in control ( 1,004 ) Distribution of earnings ( 8,598 ) Balance as of December 31, 2019 $ 34,470 Equity contributions in existing and purchase of interest in joint ventures 1,635 Equity in earnings in these joint ventures 7,945 Distribution of earnings ( 9,522 ) Balance as of December 31, 2020 $ 34,528 We charged management service fees from the centers underlying these joint ventures of approximately $ 11.3 million, $ 11.4 million and $ 13.8 million for the years ended December 31, 2020, 2019 and 2018, respectively . We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures. The following table is a summary of key unaudited financial data for these joint ventures as of December 31, 2020 and 2019, respectively, and for the years ended December 31, 2020, 2019 and 2018, respectively, (in thousands): December 31, Balance Sheet Data: December 31, 2020 2019 Current assets $ 27,085 $ 27,427 Noncurrent assets 68,686 61,037 Current liabilities ( 12,545 ) ( 9,217 ) Noncurrent liabilities ( 21,582 ) ( 18,872 ) Total net assets $ 61,644 $ 60,375 Book value of RadNet joint venture interests $ 28,079 $ 28,001 Cost in excess of book value of acquired joint venture interests accounted for as equity method goodwill 6,449 6,469 Total value of RadNet joint venture interests $ 34,528 $ 34,470 2020 2019 2018 Net revenue $ 101,921 $ 108,051 $ 155,820 Net income $ 16,850 $ 18,624 $ 24,596 NOTE 3 - RECENT ACCOUNTING STANDARDS Accounting standards adopted In March 2020, the FASB issued ASU 2020-04 ("ASU 2020-04"), Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently evaluating the potential impact of ASU 2020-04 on our financial statements. In June 2016, the FASB issued ASU No. 2016-13 ("ASU 2016-13), Financial Instruments - Credit Losses. ASU 2016-13 replaces the incurred loss methodology previously utilized for valuing financial instruments with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. We adopted the standard on January 77 1, 2020 using the modified retrospective approach. See the Accounts Receivable section to Note 2 for further information on our allowances for credit losses. In August 2018, the FASB issued ASU No. 2018-15 (“ASU 2018-15”), Intangibles-Goodwill and Other-Internal-Use Software. ASU 2018-15 aligns the requirements for deferring implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU was effective in the first quarter of 2020 with early adoption permitted and can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The adoption of this standard did not have a material impact on our consolidated balance sheet. In March 2020, the FASB issued ASU 2020-03 ("ASU 2020-03"), Codification Improvements to Financial Instruments . The amendments in this update represent changes to clarify or improve the codification and correct unintended application. ASU 2020-03 was effective immediately upon issuance and its adoption did not have a material impact on our financial statements. In August 2018, the FASB issued ASU No. 2018-13 ("ASU 2018-13"), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements . This standard removes, modifies and adds certain disclosures related to recurring and nonrecurring fair value measurements. We adopted ASC 2018-13 effective January 1, 2020 and it had no effect on our disclosures. Accounting standards not yet adopted In December 2019, the FASB issued ASU 2019-12 ("ASU 2019-12"), Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other areas of the standard. ASU 2019-12 is effective beginning in the first quarter of 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. We are currently evaluating the impact this ASU will have on our financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01 ("ASU 2020-01"), Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivatives. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020. We do not expect the adoption of this guidance will have a material impact on our financial statements. In January 2021, the FASB issued ASU 2021-01 ("ASU 2021-01"), Reference Rate Reform (Topic 848), Scope . ASU 2021-01 provides clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain option expedients and exceptions in Topic 848. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently evaluating the potential impact of ASU 2021-01 on our financial statements. NOTE 4 – FACILITY ACQUISITIONS AND DISPOSITIONS Acquisitions In October and November 2020, we completed our acquisition of certain assets of ZP Atlantic LLC, and ZP Elmhurst LLC. We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): 78 ZP Atlantic ZP Elmhurst Property and Equipment $ 7,931 $ 10,681 Right of Use Assets 6,181 12,571 Other Assets 62 75 Intangible Assets 50 50 Right of Use Liabilities ( 6,181 ) ( 12,571 ) Goodwill 828 1,463 TOTAL $ 8,871 $ 12,269 On August 31, 2020 we completed our acquisition of certain assets of AZ-Tech Radiology & Open MRI, LLC, consisting of eight multi-modality imaging centers located in the Phoenix, Arizona area for purchase consideration of $ 5.5 million. We made a fair value determination of the acquired assets and assumed liabilities and approximately $ 2.5 million in property and equipment, $ 7.6 million in right-of-use assets, $ 0.1 million in other assets, $ 7.6 million in operating lease liabilities, and $ 2.9 million in goodwill were recorded. On June 1, 2020, we completed our acquisition of all the equity interests of DeepHealth Inc., ("DeepHealth") an artificial intelligence and machine learning company in an all stock purchase. As initial purchase consideration, we issued 915,132 shares at $ 16.93 per share ( 823,615 issued at execution, with up to 91,517 shares to be issued 18 months after acquisition subject to adjustment for any indemnification claims). The transaction was accounted for as an acquisition of a business and total purchase consideration determined to be approximately $ 34.6 million including i) 823,615 shares issued on the date of closing with fair value of $ 13.9 million, ii) a liability of 91,517 shares with a fair value of $ 1.5 million to be issued 18 months after acquisition subject to adjustment for any indemnification claims and will be marked to market in subsequent periods, iii) replacement awards attributable to pre-combination service issued to DeepHealth option holders with allocated fair value of $ 2.0 million, iv) acquisition date fair value of contingent consideration of $ 17.0 million and v) $ 0.1 million in closing costs reimbursed to the seller. The fair values of replacement awards attributable to pre-combination service and contingent consideration are recorded in additional paid in capital upon closing of the transaction. For the contingent consideration, there are three arrangements that will be settled in a fixed number of shares upon achievement of three individual specific milestones which are mutually exclusive of each other, with 390,789 , 586,184 , and 195,393 shares, respectively, issuable for each milestone arrangement. The fair value of the contingent consideration was estimated at the date of acquisition based on our share price and estimated probability of the achievement of the respective milestones. We preliminarily recorded $ 0.1 million in current assets, $ 3.5 million in deferred tax liabilities, $ 14.8 million in intangible assets, primarily in-process research and development ("IPR&D'), and $ 23.3 million in goodwill. The goodwill is primarily attributable to expected post-acquisition synergies from integrating DeepHealth’s assembled workforce and IPR&D technologies. The fair values of the identifiable intangible assets related to IPR&D were determined by the income method and the assets will not be amortized until regulatory approval is obtained, but will be assessed for impairment annually, or more frequently if indicators of impairment become present On March 2, 2020 our consolidated subsidiary New Jersey Imaging Networks ("NJIN") completed the acquisition of certain assets of MRI at Woodbridge, LLC consisting of a single multi-modality imaging center located in Avenel, New Jersey for cash consideration of $ 2.6 million. NJIN made a fair value determination of the acquired assets and assumed liabilities and approximately $ 0.5 million in property and equipment, $ 1.1 million in right-of-use assets, $ 0.3 million in intangible assets, $ 1.1 million in operating lease liabilities, $ 0.1 million in finance lease liabilities, and $ 1.8 million in goodwill were recorded. On January 2, 2020 we completed our acquisition of certain assets of Olney Open MRI, LLC, consisting of a single multi-modality imaging center located in Columbia, Maryland for cash consideration of $ 1.8 million. We have made a fair value determination of the acquired assets and assumed liabilities and approximately $ 0.8 million in property and equipment, $ 1.3 million in right-of-use assets, $ 0.3 million in intangible assets, $ 1.3 million in operating lease liabilities and $ 0.6 million in goodwill were recorded. On August 1, 2019 we completed a step-up acquisition upon the dissolution of our former 49 % owned joint venture, Garden State Radiology LLC ("GSRN"). GSRN consisted of two multi-modality centers operating in New Jersey. GSRN became our wholly owned subsidiary with the withdrawal of the 51 % majority partner for the full ownership of one center with no other consideration. We made a fair value determination of our original 49 % interest which resulted in a step-up gain of approximately $ 1.3 million. We determined a fair value of the remaining acquired imaging center of $ 3.1 million in assets and $ 0.4 million in liabilities were recognized. We recorded $ 1.0 thousand in other assets, $ 0.7 million in fixed assets, $ 0.4 million in right-of-use assets, $ 0.4 million in operating lease liabilities, and $ 2.0 million in goodwill. 79 On August 1, 2019 we completed a step-up acquisition of our former 25 % owned joint venture, Nulogix, via a stock issuance of RadNet common shares valued at $ 1.5 million to obtain the remaining 75 % outstanding Nulogix shares. We made a fair value determination of the acquired assets and approximately $ 0.2 million in fixed assets, $ 0.7 million in intangible assets, $ 0.3 million in deferred tax liability and goodwill of $ 1.3 million were recorded. We also made a fair value determination of our 25 % pre-existing interest in the business and recognized a loss of $ 0.5 million which is included in operating expenses within the consolidated statements of operations. On April 1, 2019 we completed our acquisition of certain assets of Kern Radiology Imaging Systems Inc., consisting of four multi-modality imaging centers located in Bakersfield, California for purchase consideration of $ 19.3 million. We made a fair value determination of the acquired assets and assumed liabilities and approximately $ 10.1 million in property and equipment, $ 9.7 million in right-of-use assets, $ 36.0 thousand in other assets, $ 3.4 million in intangible assets, $ 14.5 million in operating lease liabilities, and $ 10.5 million in goodwill were recorded. On April 1, 2019 we completed our acquisition of certain assets of Zilkha Radiology Inc. consisting of two multi-modality centers located in Islip, New York for purchase consideration of $ 4.5 million. We made a fair value determination of the acquired assets and assumed liabilities and approximately $ 2.2 million in property and equipment, $ 5.1 million in right-of-use assets, $ 0.1 million in intangible assets, $ 5.1 million in operating lease liabilities, $ 0.3 million in finance lease liabilities and $ 2.6 million in goodwill were recorded. On February 28, 2019, one of VIE entities, Lenox Hill Radiology and Medical Imaging Associates, P.C. ("LHR"), purchased the membership interest of Hudson Valley Radiology Associates, P.L.L.C. ("HVRA") for $ 6.0 million of RadNet common stock and contingent consideration valued at $ 0.7 million to guarantee the share value issued for a period of six months post acquisition date. LHR has performed a fair value purchase price allocation and recorded equipment of $ 10.0 thousand, a covenant not to compete of $ 50.0 thousand, trade name of $ 0.4 million, other intangible assets of $ 0.3 million and goodwill of $ 3.1 million from the transaction. In connection with the acquisition, RadNet also settled against the purchase consideration, $ 2.8 million, net of taxes, of an unfavorable vendor contract with HVRA stemming from the previous acquisition of Radiologix, Inc. in November 2006. On February 1, 2019 our majority owned subsidiary, West Valley Imaging Group, LLC ("WVIG") completed its acquisition of certain assets of West Valley Imaging Center, LLC ("West Valley"), consisting of a single multi-modality imaging center located in West Hills, CA for purchase consideration of $ 3.0 million all of which was initially funded by the Company. We have made a fair value determination of the acquired assets and approximately $ 0.3 million in equipment and fixed assets, $ 7.0 thousand in other assets, $ 0.2 million in intangible assets and $ 2.5 million in goodwill were recorded. Subsequent to the transaction, our partner in WVIG, Cedars Sinai Medical Center, contributed $ 0.8 million in cash to maintain its 25 % economic interest in the venture. Joint venture formations On February 13, 2019 we formed a wholly owned subsidiary, Ventura County Imaging Group, LLC ("VCIG"). On March 1, 2019, Dignity Health joined as a venture partner. Total agreed contribution of both parties was $ 10.4 million of cash and assets with RadNet contributing net assets with a book value of $ 4.3 million for a 60 % economic interest and Dignity Health contributing $ 6.1 million in cash and assets for a 40 % economic interest. For its contribution, RadNet transferred net assets of three wholly owned multi-modality imaging centers. Dignity Health contributed approximately $ 0.8 million in assets to acquire 5 % economic interest and paid RadNet $ 5.3 million for an additional 35 % economic interest. We maintain controlling economic interest in VCIG and fully consolidate the results into our financial statements. Dispositions On June 1, 2020 we completed our sale of certain assets of our Imaging On Call subsidiary to RadVantage P.C. (an unrelated corporation) for approximately $ 1.0 thousand. With this transaction, we have exited the teleradiology business. NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is recorded as a result of business combinations. Activity in goodwill for the years ended December 31, 2019 and December 31, 2020 is provided below (in thousands): 80 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 Goodwill acquired through the acquisition of certain assets of Kern Radiology, Inc. 10,507 Goodwill acquired through the acquisition of certain assets of Zilkha Radiology, Inc. 2,577 Goodwill acquired through the acquisition of certain assets of Ramic Mahwah, LLC 231 Goodwill acquired through the acquisition of GSRN 2,021 Goodwill acquired through the acquisition of Nulogix 1,337 Goodwill transferred from assets held for sale 992 Balance as of December 31, 2019 $ 441,973 Goodwill acquired through the acquisition of Olney Open MRI, LLC 601 Goodwill acquired through the acquisition of MRI at Woodbridge, LLC 1,833 Goodwill acquired through the acquisition of DeepHealth, Inc. 23,299 Goodwill acquired through the acquisition of AZ-Tech Radiology & Open MRI, LLC 2,882 Goodwill acquired through the acquisition of ZP Ozone Park, LLC 828 Goodwill acquired through the acquisition of ZP Elmhurst LLC 1,463 Balance as of December 31, 2020 $ 472,879 The amount of goodwill from these acquisitions that is deductible for tax purposes as of December 31, 2020 is $ 148.3 million. Other intangible assets are primarily related to our business combinations and software development. They include the estimated fair values of such items as service agreements, customer lists, covenants not to compete, acquired technologies, and trade names. Total amortization expense was $ 3.7 million, $ 3.1 million, and $ 2.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Intangible assets are amortized using the straight-line method over their useful life determined at acquisition. Management service agreements are amortized over 25 years using the straight line method. Software development is capitalized and amortized over the useful life of the software when placed into service. Trade names are reviewed annually for impairment. The following table shows annual amortization expense, by asset classes that will be recorded over the next five years (in thousands): 2021 2022 2023 2024 2025 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 13,533 $ 24,968 10.9 Covenant not to compete and other contracts 1,024 994 883 467 233 — 3,601 3.9 Developed Technology 244 142 — — — — 386 1.6 Trade Names amortized 75 75 66 64 64 309 653 5.4 Trade Names indefinite life — — — — — 7,100 7,100 — Software in development — — — — — 15,685 15,685 — Total Annual Amortization $ 3,630 $ 3,498 $ 3,236 $ 2,818 $ 2,584 $ 36,627 $ 52,393 NOTE 6 - PROPERTY AND EQUIPMENT Property and equipment and accumulated depreciation and amortization are as follows (in thousands): 81 December 31, 2020 2019 Land $ 250 $ 250 Medical equipment 480,631 426,682 Computer and office equipment, furniture and fixtures 132,446 120,490 Leasehold improvements 399,253 377,676 Equipment under financing/capital lease 13,984 14,105 Total property and equipment cost 1,026,564 939,203 Accumulated depreciation ( 627,229 ) ( 571,408 ) Total property and equipment $ 399,335 $ 367,795 Included in our property and equipment at December 31, 2020 is approximately $ 57.5 million total of construction in process amounts consisting of $ 26.0 million in medical equipment, $ 7.7 million in computer and office equipment, and $ 23.8 million in leasehold improvements. Depreciation and amortization expense of property and equipment, including amortization of equipment under finance/capital leases, for the years ended December 31, 2020, 2019 and 2018 was $ 83.1 million, $ 77.5 million, and $ 70.2 million, respectively. NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, December 31, 2020 2019 Accounts payable $ 70,071 $ 64,300 Accrued expenses 84,312 83,853 Accrued salary and benefits 58,051 42,003 Accrued professional fees 24,250 17,429 Total $ 236,684 $ 207,585 NOTE 8 - CREDIT FACILITIES AND NOTES PAYABLE As of December 31, 2020 and December 31, 2019 our debt obligations consisted of the following (in thousands): December 31, 2020 December 31, 2019 First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 611,028 $ 649,824 Discount on First Lien Term Loans ( 9,699 ) ( 13,579 ) SunTrust Term Loan Agreement collateralized by NJIN's tangible and intangible assets 51,375 55,875 Equipment notes payable at interest rates ranging from 4.4 % to 5.6 %, due through 2020, collateralized by medical equipment — 275 Total debt obligations 652,704 692,395 Less current portion ( 39,791 ) ( 39,691 ) Long-term portion debt obligations $ 612,913 $ 652,704 The following is a listing of annual principal maturities of notes payable exclusive of all related discounts and repayments on our revolving credit facilities for years ending December 31 (in thousands): 82 2021 $ 43,670 2022 44,795 2023 573,938 Total notes payable obligations $ 662,403 Included in our consolidated balance sheets at December 31, 2020 are $ 601.3 million of First Lien Term Loans and $ 51.4 million of SunTrust Term Loan debt for a combined total of $ 652.7 million (net of unamortized discounts of $ 9.7 million) in thousands: Face Value Discount Total Carrying Value First Lien Term Loans $ 611,028 $ ( 9,699 ) $ 601,329 SunTrust Term Loan Agreement 51,375 — 51,375 Total Term Loans $ 662,403 $ ( 9,699 ) $ 652,704 We had no outstanding balance under our $ 195.0 million Barclays Revolving Credit Facility at December 31, 2020 and had reserved an additional $ 7.3 million for certain letters of credit. The remaining $ 187.7 million of our Barclays Revolving Credit Facility was available to draw upon as of December 31, 2020. We also had no balance under our $ 30.0 million SunTrust Revolving Credit Facility related to our consolidated subsidiary NJIN at December 31, 2020, and with no letters of credit reserved against the facility, the full amount was available to draw upon. At December 31, 2020 we were in compliance with all covenants under our credit facilities. Senior Credit Facilities: Barclays Credit Facilities At December 31, 2020, our Barclays credit facilities were comprised of one tranche of term loans (“First Lien Term Loans”) and a revolving credit facility of $ 195.0 million (the “Barclays Revolving Credit Facility”), both of which are provided pursuant to the Amended and Restated First Lien Credit and Guaranty Agreement dated July 1, 2016, among RadNet, Barclays Bank plc, as administrative agent, and the lenders identified therein (as amended, the "First Lien Credit Agreement"). Deferred financing costs at December 31, 2020, net of accumulated amortization, was $ 1.8 million and is specifically related to our Barclays Revolving Credit Facility. Our First Lien Term Loans bear interest at either an Adjusted Eurodollar Rate or a Base Rate (each as defined in the First Lien Credit Agreement) plus an applicable margin according to the following schedule: First Lien Leverage Ratio Eurodollar Rate Spread Base Rate Spread > 5.50x 4.50 % 3.50 % > 4.00x but ≤ 5.50x 3.75 % 2.75 % >3.50x but ≤ 4.00x 3.50 % 2.50 % ≤ 3.50x 3.25 % 2.25 % At December 31, 2020 the effective Adjusted Eurodollar Rate and the Base Rate for the First Lien Term Loans was 1.00 % and 3.25 %, respectively and the applicable margin for Adjusted Eurodollar Rate and Base Rate borrowings was 3.75 % and 2.75 %, respectively. The First Lien Credit Agreement provides for quarterly payments of principal under the First Lien Term Loans in the amount of approximately $ 9.7 million. The First Lien Term Loans will mature on July 1, 2023 unless otherwise accelerated under the terms of the First Lien Credit Agreement. SunTrust Credit Facilities: At December 31, 2020, our SunTrust credit facilities, which relate to our consolidated subsidiary The New Jersey Imaging Network, L.L.C.("NJIN"), were comprised of one term loan (the "SunTrust Term Loan") and a revolving credit facility of $ 30.0 million (the "SunTrust Revolving Credit Facility") both of which are provided pursuant to the Amended and Restated revolving Credit and Term Loan Agreement dated August 31, 2018, among NJIN, as borrower, with SunTrust Bank, as 83 administrative agent, and the lenders identified therein (as amended, the "SunTrust Credit Agreement"). Our SunTrust Term Loan bears interest at either an Adjusted LIBOR Rate or a Base Rate (each as defined in the SunTrust Credit Agreement), plus an applicable margin according to the following schedule: 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 The loans and other obligations outstanding under the SunTrust Credit Agreement currently bear interest at a three month LIBOR election at 0.22 % plus an applicable margin and fees based on Pricing Level III described above. The scheduled amortization of the SunTrust Term Loan began December 31, 2018 with quarterly payments of $ 750,000 , representing annual amortization equal to 5.0 % of the original principal amount of the SunTrust Term Loan. At scheduled intervals, the quarterly amortization increases by $ 375,000 , with the remaining balance to be paid at maturity. Revolving Credit Facilities: Barclays Revolving Credit Facility: Revolving loans borrowed under the Barclays Revolving Credit Facility bear interest at either an Adjusted Eurodollar Rate or a Base Rate (in each case, as more fully defined in the First Lien Credit Agreement) plus an applicable margin. The applicable margin for borrowing under the Barclays Revolving Credit Facility varies based on our leverage ratio in accordance with the same schedule set forth above for First Lien Term Loans. As of December 31, 2020, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 6.00 %. For letters of credit issued under the Barclays Revolving Credit Facility, letter of credit fees accrue at the applicable margin for Adjusted Eurodollar Rate revolving loans, currently 3.75 %, and fronting fees accrue at 0.25 % per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the First Lien Credit Agreement. In addition a commitment fee of 0.50 % per annum accrues on the unused revolver commitments under the Barlcays Revolving Credit Facility. The Barclays Revolving Credit Facility will terminate on the earlier to occur of July 1, 2023 or termination due to specific events of default pursuant to the First Lien Credit Agreement. Our Barclays Revolving Credit Facility was amended in August 2020 to add $ 57.5 million of revolving commitments, which additional commitments increased the maximum borrowing capacity to $ 195.0 million. Total issue costs added in relation to this amendment amounted to approximately $ 0.7 million and was capitalized as deferred financing costs and will be amortized over the remaining term of the First Lien Credit Agreement. SunTrust Revolving Credit Facility: The SunTrust Credit Agreement established a $ 30.0 million revolving credit facility available to NJIN for funding requirements. The SunTrust Revolving Credit Facility terminates on the earliest of (i) August 31, 2023, (ii) the 84 voluntary termination thereof by NJIN pursuant to Section 2.8 of the SunTrust Credit Agreement, or (iii) the date on which all amounts outstanding under the SunTrust Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). As of December 31, 2020, NJIN had no borrowings under the SunTrust Revolving Credit Facility. Recent Amendments to Credit Facilities Barclays Credit Facilities: On August 28, 2020, RadNet Management, Inc. and RadNet, Inc. entered into Amendment No. 8, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement ("the Eighth Amendment"). The Eighth Amendment amends the First Lien Credit Agreement to add $ 57.5 million of revolving commitments to the Barclays Revolving Credit Facility increasing the maximum borrowing capacity under the Barclays Revolving Credit Facility to $ 195.0 million while leaving the maturity date of July 1, 2023 unchanged. Total issue costs added in relation to the Eighth Amendment amounted to approximately $ 0.7 million and was capitalized as deferred financing costs and will be amortized over the remaining term of the First Lien Credit Agreement. On April 18, 2019 we entered into the following two amendments to the First Lien Credit Agreement: (i) Amendment No. 6, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement (the “Sixth Amendment”); and (ii) Amendment No. 7 to Credit and Guaranty Agreement (the “Seventh Amendment”). Among other things, the Sixth Amendment amended the First Lien Credit Agreement to issue $ 100.0 million in incremental First Lien Term Loans and to add an additional $ 20.0 million of revolving commitments to the Barclay's Revolving Credit Facility. The Seventh Amendment amended the First Lien Credit Agreement to extend the maturity date of the Barclays Revolving Credit Facility by an additional two years to July 1, 2023, unless sooner terminated in accordance with the terms of the First Lien Credit Agreement. Total issue costs added in relation to the Sixth and Seventh amendments in 2019 amounted to approximately $ 4.4 million. Of this amount, $ 2.1 million was identified and capitalized as discount on debt, $ 0.7 million was capitalized as deferred financing costs, and $ 1.6 million was expensed. Amounts capitalized will be amortized over the remaining term of the First Lien Credit Agreement. Paycheck Protection Program The Paycheck Protection Program (PPP) includes funds available for loans to small business and Medicare providers to support operations during the COVID-19 pandemic. The funds are administered by the Small Business Administration (SBA), through approved lenders and do not require collateral or personal guarantees. We received our loans based on being a Medicare provider. The terms and conditions for participation require entities to certify that economic uncertainty related to the COVID-19 pandemic makes the loan necessary to support their current operations, and that they will use the funds to retain workers (e.g., by paying salaries, providing paid sick/medical leave and health insurance benefits) and pay certain debts (mortgage obligations) and expenses (e.g. rent, utilities, telephone). The loans have a 1.0 % fixed interest rate and are due in 2 years. The loans are eligible for forgiveness subject to salary limitations and employee retention levels. Certain of our consolidated subsidiaries received four loans totaling $ 4.0 million. We accounted for the funds received as debt and recorded a liability for the full amount of proceeds received and accrued interest over the term of the loans. In December 2020 we met the eligibility requirements for forgiveness and the loans were written off to gain on debt extinguishment. NOTE 9 – LEASES Adoption of Standard In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms in excess of twelve months. Sufficient disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard was effective for us beginning January 1, 2019. We have elected the optional transition method to apply the standard as of the effective date and therefore, we will not apply the standard to the comparative periods presented in the consolidated financial statements. We also elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of the standard had a material impact on our consolidated balance sheets, but did not have material impact on our consolidated income statements or cash flows. 85 Lease Liability We have operating leases for medical facilities, administrative offices, warehouse space and major medical equipment. We lease the premises at which these facilities are located and do not have options to purchase the facilities we rent. Our most common initial term varies in length from 5 to 15 years. Including renewal options negotiated with the landlord, we can have a total span of 10 to 35 years at the facilities we lease. We also lease smaller satellite X-Ray locations on mutually renewable terms, usually lasting one year. Additionally, we have operating and finance leases for certain medical and office equipment, with lease terms generally lasting from 5 to 8 years. Our Incremental Borrowing Rate ("IBR") used to discount the stream of lease payments is closely related to the interest rates charged on our collateralized debt obligations and our IBR is adjusted when those rates experience a substantial change. The components of lease expense were as follows: Years ended December 31, (In thousands) 2020 2019 Operating lease cost $ 99,323 $ 95,348 Finance lease cost: Depreciation of leased equipment $ 3,122 $ 3,135 Interest on lease liabilities 210 395 Total finance lease cost $ 3,332 $ 3,530 Supplemental cash flow information related to leases was as follows: Years ended December 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 89,821 $ 95,922 Operating cash flows from financing leases 210 395 Financing cash flows from financing leases 3,304 5,939 Right-of-use & Equipment assets obtained in exchange for lease obligations: Operating leases (1) 106,099 482,399 Financing leases 24 14,105 (1) Amounts for the twelve months ended December 31, 2019 include the transition adjustment for the adoption of Topic 842. As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, rental expense for the year ended December 31, 2018 was $ 83.0 million. Supplemental balance sheet information related to leases was as follows: 86 (In thousands, except lease term and discount rates) December 31, 2020 2019 Operating Leases Operating lease right-of-use assets $ 483,661 $ 445,477 Current portion of operating lease liability 65,794 61,206 Operating lease liabilities 463,096 420,922 Total operating lease liabilities $ 528,890 $ 482,128 Finance Leases Equipment at cost $ 13,984 $ 14,105 Accumulated depreciation ( 6,220 ) ( 3,135 ) Equipment, net $ 7,764 $ 10,970 Current portion of finance lease $ 2,578 $ 3,283 Finance lease liabilities 743 3,264 Total finance lease liabilities $ 3,321 $ 6,547 Weighted Average Remaining Lease Term Operating leases - years 9.2 8.8 Finance leases - years 2.5 3.3 Weighted Average Discount Rate Operating leases 6.4 % 6.4 % Finance leases 4.4 % 4.4 % Maturities of lease liabilities were as follows: (In thousands) Operating Financing Year Ending December 31, Leases Leases 2021 $ 97,307 $ 2,654 2022 91,479 719 2023 83,648 14 2024 69,686 13 2025 59,469 4 Thereafter 316,112 2 Total Lease Payments 717,701 3,406 Less imputed interest ( 188,811 ) ( 85 ) Total $ 528,890 $ 3,321 As of December 31, 2020, we have additional operating leases for facilities and medical equipment that have not yet commenced of approximately $ 8.8 million. These operating leases will commence in 2021 with lease terms of 3 to 15 years. 87 NOTE 10 – INCOME TAXES For the years ended December 31, 2020, 2019 and 2018, we recognized income tax expense comprised of the following (in thousands): December 31, 2020 2019 2018 Federal current tax $ ( 256 ) $ ( 161 ) $ ( 765 ) State current tax ( 1,608 ) 7,715 7,263 Other current tax 27 22 20 Federal deferred tax ( 303 ) 3,396 ( 2,020 ) State deferred tax 3,035 ( 4,743 ) ( 4,104 ) Income tax expense $ 895 $ 6,229 $ 394 A reconciliation of the statutory U.S. federal rate and effective rates is as follows: Years Ended December 31, 2020 2019 2018 Federal tax $ ( 179 ) $ 6,231 $ 8,256 State franchise tax, net of federal benefit 779 3,891 1,332 Other non deductible expenses 301 674 471 Noncontrolling interests in partnerships ( 2,748 ) ( 1,824 ) ( 1,237 ) Changes in valuation allowance ( 33 ) ( 462 ) 1,760 Return to provision ( 2,252 ) ( 1,324 ) 1,494 PPP Loan ( 850 ) — — Gain on change in control — — ( 8,303 ) Deferred true-ups and other 4,839 ( 761 ) ( 4,254 ) Uncertain tax provisions 1,036 ( 217 ) 1,046 Other reconciling items 2 21 ( 171 ) Income tax expense $ 895 $ 6,229 $ 394 Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial and income tax reporting purposes and operating loss carryforwards. Our deferred tax assets and liabilities comprise the following (in thousands): 88 December 31, Deferred tax assets: 2020 2019 Net operating losses $ 59,154 $ 34,490 Accrued expenses 3,948 4,280 Operating lease liability 124,139 126,546 Equity compensation 1,903 1,374 Allowance for doubtful accounts 21,284 27,220 Other 11,512 4,616 Valuation allowance ( 5,315 ) ( 5,348 ) Total Deferred Tax Assets $ 216,625 $ 193,178 Deferred tax liabilities: Property and equipment ( 24,298 ) ( 6,450 ) Goodwill ( 28,457 ) ( 24,637 ) Intangibles ( 9,608 ) ( 6,669 ) Operating lease right-of-use asset ( 112,956 ) ( 115,364 ) Other ( 6,619 ) ( 5,510 ) Total Deferred Tax Liabilities $ ( 181,938 ) $ ( 158,630 ) Net Deferred Tax Asset $ 34,687 $ 34,548 As of December 31, 2020, the Company had federal net operating loss carryforwards of approximately $ 251.6 million, which comprise of definite and indefinite net operating losses. We had federal net operating loss carryforwards of approximately $ 186.2 million, which expire at various intervals from the years 2023 to 2037, and had carryforwards of $ 65.4 million of net operating losses which do not expire. Federal net operating losses generated following December 31, 2017 carryover indefinitely and may generally be used to offset up to 80% of future taxable net income. The Company also had state net operating loss carryforwards of approximately $ 57.9 million, which expire at various intervals from the years 2020 through 2039. As of December 31, 2020, $ 24.6 million of our federal net operating loss carryforwards acquired in connection with the 2011 acquisition of Raven Holdings U.S., Inc. and the 2019 acquisition of Nulogix Health, Inc. are subject to limitations related to their utilization under Section 382 of the Internal Revenue Code. Future ownership changes as determined under Section 382 of the Internal Revenue Code could further limit the utilization of net operating loss carryforwards. We considered all evidence available when determining whether deferred tax assets are more likely-than-not to be realized, including projected future taxable income, scheduled reversals of deferred tax liabilities, prudent tax planning strategies, and recent financial operations. The evaluation of this evidence requires significant judgment about the forecasts of future taxable income, based on the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income. As of December 31, 2020, we have determined that deferred tax assets of $ 216.6 million are more likely-than-not to be realized. We have also taken into consideration deferred tax liabilities of $ 28.5 million are related to book basis in goodwill that has an indefinite life. We file consolidated income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. We continue to reinvest earnings of the non-US entities for the foreseeable future and therefore have not recognized any U.S. tax expense on these earnings. With limited exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015. We are currently under audit in the state of California for the tax years of 2016 and 2017. It is too early to assess the impact such audits may have on the financial position of the Company, however we do not anticipate the results of any open examinations would result in a material change to our financial position. At December 31, 2020, the Company has unrecognized tax benefits of $ 5.5 million of which $ 4.4 million will affect the effective tax rate if recognized. A reconciliation of the total gross amounts of unrecognized tax benefits for the years ended are as follows (in thousands): 89 December 31, 2020 2019 2018 Balance at beginning of year $ 4,320 $ 4,629 $ 3,615 Increases related to prior year tax positions 1,382 ( 34 ) 896 Increases related to current year tax positions 3 119 111 Expiration of the statute of limitations for the assessment of taxes ( 221 ) ( 393 ) — Increase (decrease) related to change in rate — ( 1 ) 7 Balance at end of year $ 5,484 $ 4,320 $ 4,629 The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the year ended December 31, 2020 the Company accrued approximately $ 0.1 million of interest and penalties. As of December 31, 2020, accrued interest and penalties amounted to approximately $ 0.4 million. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. At December 31, 2020, the Company has taken advantage of the accelerated tax depreciation related to qualified improvement property and the Paycheck Protection Program loan allowed under the CARES Act. On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the impact of the CAA and its impact on our financial statements in 2021 and beyond. In June 29, 2020, the state of California passed Assembly Bill 85 which suspends the California net operating loss deduction for the 2020-2022 tax years and the R&D credit usage for the same period (for credit usages in excess of $5M). These suspensions were considered in preparation of the 2020 financial statements. NOTE 11 – STOCK-BASED COMPENSATION Stock Incentive Plans We have one long-term equity incentive plan which we refer to as the 2006 Equity Incentive Plan, which we first amended and restated as of April 20, 2015 and again on March 9, 2017 (“the Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 8, 2017. We have reserved for issuance under the 2017 Restated Plan 14,000,000 shares of common stock. We can issue options (incentive and non-qualified), stock awards, stock appreciation rights, stock units and cash awards under the Restated Plan. Options Certain options granted under the Restated Plan to employees are intended to qualify as incentive stock options under existing tax regulations. Stock options generally vest over three to five years and expire five to ten years from the date of grant. 90 As of December 31, 2020, we had outstanding options to acquire 527,899 shares of our common stock, of which options to acquire 307,196 shares were exercisable. The following summarizes all of our option transactions for the twelve months ended December 31, 2020: 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, 2019 478,951 $ 8.21 Granted 48,948 20.43 Balance, December 31, 2020 527,899 9.34 6.34 $ 5,441,129 Exercisable at December 31, 2020 307,196 7.59 5.49 3,679,803 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2020 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on December 31, 2020. As of December 31, 2020, total unrecognized stock-based compensation expense related to non-vested employee awards was $ 0.6 million which is expected to be recognized over a weighted average period of approximately 1.50 years. DeepHealth Options During the second quarter of fiscal 2020, in connection with the completion of the DeepHealth acquisition, we granted 412,434 options at a grant date fair value of $ 16.93 per share unit to DeepHealth employees in replacement of their stock options that were outstanding as of the closing date. As of December 31, 2020, total unrecognized stock based compensation expense related to non-vested DeepHealth options was approximately $ 3.9 million which is expected to be recognized over a weighted average period of approximately 2.29 years. Outstanding Options Under the Deep Health Plan Shares Weighted Average Exercise price Per Common Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance, December 31, 2019 — Granted, June 1, 2020 412,434 $ — Exercised ( 11,895 ) — Balance, December 31, 2020 400,539 — 8.40 $ 7,710,376 Exercisable at December 31, 2020 26,545 — 8.40 510,994 Restricted Stock Awards (“RSA’s”) The Restated Plan permits the award of restricted stock awards (“RSA’s”). As of December 31, 2020, we have issued a total of 6,551,872 RSA’s of which 329,159 were unvested at December 31, 2020 . The following summarizes all unvested RSA’s activities during the twelve months ended December 31, 2020: 91 RSA's Weighted-Average Remaining Contractual Term (Years) Weighted-Average Fair Value RSA's unvested at December 31, 2019 387,934 $ 11.61 Changes during the period Granted 457,596 $ 19.66 Vested ( 516,371 ) $ 16.37 RSA's unvested at December 31, 2020 329,159 0.87 $ 16.69 We determine the fair value of all RSA’s based of the closing price of our common stock on award date. Other stock bonus awards The Restated Plan also permits the award of stock bonuses not subject to any future service period. These awards are valued and expensed based on the closing price of our common stock on the date of award. During the twelve months ended December 31, 2020 we issued 66,078 shares relating to these awards, approximately amounting to $ 1.0 million of compensation expense. Plan summary In summary, of the 14,000,000 shares of common stock reserved for issuance under the Restated Plan, at December 31, 2020, we had issued 15,424,316 total shares between options, RSA’s and other stock awards. With options cancelled and RSA’s forfeited amounting to 3,281,040 and 61,703 shares, respectively, there remain 1,918,427 shares available under the Restated Plan for future issuance. NOTE 12 – SUBSEQUENT EVENTS On January 1, 2021 we entered into the Simi Valley Imaging Group, LLC, a partnership with Simi Valley Hospital and Health Services ("Simi Adventist"). The operation will offer multi-modality imaging services out of two locations in Ventura County, California. Total investment in the venture is $ 0.5 million. RadNet contributed $ 0.3 million in assets for a 60 % economic interest and Simi Adventist contributed assets totaling $ 0.2 million for a 40 % economic interest. Over January and February 2021, we completed additional acquisitions of ZP companies in the New York City area for total purchase consideration of approximately $ 53.4 million. In March 2021, we received $ 6.2 million in general distribution funds under the CARES Act. 92 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None.