RadNet, Inc. 10-K

Item 8. Financial Statements and Supplementary Data 50 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, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss) , equity and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 1, 2023 expressed an unqualified opinion thereon. 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. Accounting for Revenue Recognition Description of the Matter For the year ended December 31, 2022, the Company’s service fee revenue was $1,278 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 allowance estimation process is periodically reviewed to consider and incorporate updates to 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. 51 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 Aidence Holding B.V. & Quantib B.V.: Valuation of Developed Technology & IPR&D Description of the Matter As discussed in Note 4 to the consolidated financial statements, the Company completed its acquisitions of Aidence Holding B.V. (“Aidence”) and Quantib B.V. (“Quantib”) for net consideration of $45.2 million and $42.3 million, respectively, on January 20, 2022. The transactions were accounted for as business combinations. Auditing the Company’s accounting for its acquisitions of Aidence and Quantib was complex due to the significant estimation required by management in determining the fair value of developed technology and in-process research and development (“IPR&D”) intangible assets of $26.6 million for Aidence and $20.3 million for Quantib. The significant estimation uncertainty was primarily due to the complexity of the valuation models used 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 developed technology and IPR&D intangible assets. The significant assumptions used to estimate the value of the 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. 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 acquisitions. We tested controls over the recognition and measurement of developed technology and IPR&D intangible assets, including management’s review of the valuation model and underlying assumptions used to develop such estimates. To test the estimated fair value of the developed technology and IPR&D intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, 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, which were 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 guideline 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 including the discount rate. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2007. Los Angeles, California March 1, 2023 52 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) As of December 31, 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 127,834 $ 134,606 Accounts receivable 166,357 135,062 Due from affiliates 18,971 5,384 Prepaid expenses and other current assets 54,022 49,212 Total current assets 367,184 324,264 PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS Property and equipment, net 565,961 484,247 Operating lease right-of-use-assets 603,524 584,291 Total property, equipment and right-of-use-assets 1,169,485 1,068,538 OTHER ASSETS Goodwill 677,665 513,820 Other intangible assets 106,228 56,603 Deferred financing costs 2,280 2,135 Investment in joint ventures 57,893 42,229 Deferred tax assets, net — 14,853 Deposits and other 53,172 36,032 Total assets $ 2,433,907 $ 2,058,474 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable, accrued expenses and other $ 369,595 $ 263,937 Due to affiliates 23,100 23,530 Deferred revenue 4,021 10,701 Current portion of operating lease liability 57,607 65,452 Current portion of notes payable 12,400 11,164 Total current liabilities 466,723 374,784 LONG-TERM LIABILITIES Long-term operating lease liability 604,117 577,675 Notes payable, net of current portion 839,344 743,498 Deferred tax liability, net 9,256 — Other non-current liabilities 23,015 16,360 Total liabilities 1,942,455 1,712,317 EQUITY RadNet, Inc. stockholders' equity: Common stock - $ .0001 par value, 200,000,000 shares authorized; 57,723,125 and 53,548,227 shares issued and outstanding at December 31, 2022 and 2021 respectively 6 5 Additional paid-in-capital 436,288 342,592 Accumulated other comprehensive loss ( 20,677 ) ( 20,421 ) Accumulated deficit ( 82,622 ) ( 93,272 ) Total RadNet, Inc.'s stockholders' equity 332,995 228,904 Noncontrolling interests 158,457 117,253 Total equity 491,452 346,157 Total liabilities and equity $ 2,433,907 $ 2,058,474 The accompanying notes are an integral part of these financial statements. 53 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Years Ended December 31, 2022 2021 2020 REVENUE Service fee revenue $ 1,278,016 $ 1,166,743 931,722 Revenue under capitation arrangements 152,045 148,334 140,118 Total revenue 1,430,061 1,315,077 1,071,840 Provider relief funding — 9,110 26,264 OPERATING EXPENSES Cost of operations, excluding depreciation and amortization 1,264,346 1,123,274 965,902 Lease abandonment charges — 19,675 — Depreciation and amortization 115,877 96,694 86,795 Loss on sale and disposal of equipment and other 2,529 1,246 1,200 Loss on impairment — — 4,170 Severance costs 946 744 4,353 Total operating expenses 1,383,698 1,241,633 1,062,420 INCOME FROM OPERATIONS 46,363 82,554 35,684 OTHER INCOME AND EXPENSES Interest expense 50,841 48,830 45,882 Equity in earnings of joint ventures ( 10,390 ) ( 10,967 ) ( 7,945 ) Non-cash change in fair value of interest rate swaps ( 39,621 ) ( 21,670 ) 2,528 Loss (gain) on extinguishment of debt and related expenses 731 6,044 ( 4,047 ) Other expenses 1,833 1,438 120 Total other expenses 3,394 23,675 36,538 INCOME (LOSS) BEFORE INCOME TAXES 42,969 58,879 ( 854 ) Provision for income taxes ( 9,361 ) ( 14,560 ) ( 895 ) NET INCOME (LOSS) 33,608 44,319 ( 1,749 ) Net income attributable to noncontrolling interests 22,958 19,592 13,091 NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ 10,650 $ 24,727 $ ( 14,840 ) BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ 0.19 $ 0.47 $ ( 0.29 ) DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ 0.17 $ 0.46 $ ( 0.29 ) WEIGHTED AVERAGE SHARES OUTSTANDING Basic 56,293,336 52,496,679 50,891,791 Diluted 57,320,870 53,421,033 50,891,791 The accompanying notes are an integral part of these financial statements. 54 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS) Years Ended December 31, 2022 2021 2020 NET INCOME (LOSS) $ 33,608 $ 44,319 $ ( 1,749 ) Currency translation adjustments ( 3,943 ) ( 65 ) ( 101 ) Change in fair value of cash flow hedge, net of taxes — — ( 19,372 ) Change in fair value of cash flow hedge from prior periods reclassified to earnings 3,687 3,695 3,448 COMPREHENSIVE INCOME (LOSS) 33,352 47,949 ( 17,774 ) Less comprehensive income attributable to noncontrolling interests 22,958 19,592 13,091 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS $ 10,394 $ 28,357 $ ( 30,865 ) The accompanying notes are an integral part of these financial statements. 55 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, 2020 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 acquisitions 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 ) Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 3,448 — 3,448 — 3,448 Net (loss) income — — — — ( 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 Issuance of stock upon exercise of options 53,960 — 488 — — 488 — 488 Shares issued under the equity compensation plan 1,212,758 — — — — — — — Issuance of common stock under the DeepHealth equity compensation plan 471,162 — — — — — — — Stock-based compensation expense — — 25,284 — — 25,284 — 25,284 Issuance of common stock for acquisitions and asset purchases 82,658 — 2,498 — — 2,498 — 2,498 Release of holdback shares from the purchase of DeepHealth 91,517 — 2,413 — — 2,413 — 2,413 Forfeiture of restricted stock ( 4,365 ) — ( 81 ) — — ( 81 ) — ( 81 ) Gain on contribution of assets to majority owned subsidiary — — ( 4 ) — — ( 4 ) — ( 4 ) Contribution from noncontrolling partner — — — — — — 123 123 Sale of economic interests in majority owned subsidiary, net of taxes — — 4,206 — — 4,206 7,404 11,610 Distributions paid to noncontrolling interests — — — — — — ( 2,426 ) ( 2,426 ) Change in cumulative foreign currency translation adjustment — — — ( 65 ) — ( 65 ) — ( 65 ) Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 3,695 — 3,695 — 3,695 Net income — — — — 24,727 24,727 19,592 44,319 BALANCE - DECEMBER 31, 2021 53,548,227 $ 5 $ 342,592 $ ( 20,421 ) $ ( 93,272 ) $ 228,904 $ 117,253 $ 346,157 Issuance of stock upon exercise of options 25,000 1 294 — — 295 — 295 Shares issued under the equity compensation plan 725,577 — — — — — — — Issuance of common stock to settle DeepHealth contingent consideration 781,577 — — — — — — — 56 Issuance of common stock under the DeepHealth equity compensation plan 204,160 — — — — — — — Stock-based compensation expense — — 23,543 — — 23,543 — 23,543 Issuance of common stock for acquisitions 2,465,294 — 63,311 — — 63,311 — 63,311 Forfeiture of restricted stock and share cancellation ( 26,710 ) — ( 75 ) — — ( 75 ) — ( 75 ) Contribution from noncontrolling partner — — — — — — 19,139 19,139 Sale of economic interests in majority owned subsidiary, net of taxes — — 6,623 — — 6,623 — 6,623 Distributions paid to noncontrolling interests — — — — — — ( 893 ) ( 893 ) Change in cumulative foreign currency translation adjustment — — — ( 3,943 ) — ( 3,943 ) — ( 3,943 ) Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 3,687 — 3,687 — 3,687 Net income — — — — 10,650 10,650 22,958 33,608 BALANCE - DECEMBER 31, 2022 57,723,125 $ 6 $ 436,288 $ ( 20,677 ) $ ( 82,622 ) $ 332,995 $ 158,457 $ 491,452 The accompanying notes are an integral part of these financial statements. 57 RADNET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Years Ended December 31, 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 33,608 $ 44,319 $ ( 1,749 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 115,877 96,694 86,795 Amortization of operating lease right-of-use assets 68,847 73,967 67,915 Lease abandonment charges — 19,675 — Equity in earnings of joint ventures, net of dividends ( 5,952 ) ( 6,260 ) 1,577 Amortization and write off of deferred financing costs and loan discount 2,693 3,254 4,413 Loss on sale and disposal of equipment and other 2,529 1,246 1,200 Loss (gain) on extinguishment of debt — 1,496 ( 4,047 ) Loss on impairment — — 4,170 Amortization of cash flow hedge 3,687 3,695 3,448 Non-cash change in fair value of interest rate swap ( 39,621 ) ( 21,670 ) 2,528 Stock-based compensation 23,770 25,203 12,405 Non cash item in other expenses — — 242 Change in value of contingent consideration ( 325 ) — — Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: Accounts receivable ( 30,078 ) ( 5,890 ) 25,206 Other current assets ( 3,327 ) ( 15,777 ) 6,588 Other assets ( 12,166 ) 662 ( 5,425 ) Deferred taxes 13,356 19,834 ( 611 ) Operating lease liability ( 68,943 ) ( 72,553 ) ( 53,906 ) Deferred revenue ( 7,316 ) ( 28,319 ) 37,941 Accounts payable, accrued expenses and other liabilities 49,778 9,915 45,069 Net cash provided by operating activities 146,417 149,491 233,759 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of imaging centers and other operations ( 129,961 ) ( 77,691 ) ( 31,265 ) Purchase of property and equipment ( 119,451 ) ( 137,874 ) ( 94,172 ) Purchase of intangible assets — ( 5,130 ) — Proceeds from sale of equipment 3,904 625 828 Equity contributions in existing and purchase of interest in joint ventures ( 1,441 ) ( 1,441 ) ( 1,635 ) Net cash used in investing activities ( 246,949 ) ( 221,511 ) ( 126,244 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments on term loan debt ( 53,750 ) ( 619,529 ) ( 43,296 ) Principal payments on notes and leases payable other than term loan debt — ( 3,302 ) ( 3,562 ) Additional deferred finance costs on revolving loan amendment — ( 938 ) ( 741 ) Proceeds from debt issuance, net of issuance costs 147,996 717,307 — Proceeds from paycheck protection program loans — — 4,023 Distributions paid to noncontrolling interests ( 893 ) ( 2,426 ) ( 1,985 ) Proceeds from sale of economic interest in majority owned subsidiary — 13,073 — Proceeds from revolving credit facility — 128,300 250,900 Payments on revolving credit facility — ( 128,300 ) ( 250,900 ) Proceeds from issuance of common stock upon exercise of options 294 488 — Net cash provided by (used in) financing activities 93,647 104,673 ( 45,561 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH 113 ( 65 ) ( 101 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 6,772 ) 32,588 61,853 CASH AND CASH EQUIVALENTS, beginning of period 134,606 102,018 40,165 CASH AND CASH EQUIVALENTS, end of period $ 127,834 $ 134,606 $ 102,018 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest $ 39,151 $ 29,042 $ 39,521 Cash paid during the period for income taxes $ 587 $ 1,950 $ 5,069 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 $ 111.8 million, $ 63.9 million, and $ 52.0 million during the years ended December 31, 2022, 2021 and 2020, respectively, that we had not paid for as of December 31, 2022, 2021 and 2020, respectively. The offsetting amount due was recorded in our consolidated balance sheets under accounts payable, accrued expenses and other. On November 1, 2022, we issued 359,002 shares of our common stock to complete our purchase of Heart and Lung Imaging Limited. The shares were ascribed a value of $ 6.8 million. On November 1, 2022 we made a contribution to our joint venture Arizona Diagnostic Radiology Group of $ 12.7 million in equipment and other assets. We recorded an offset to due to affiliates of $ 4.5 million to reduce our overall investment to $ 8.3 million. On April 1, 2022 we received $ 8.4 million in fixed assets and equipment from our partner in Frederick County Radiology, LLC. See Note 4, Facility Acquisitions contained herein. On January 20, 2022, we issued 1,141,234 shares of our common stock to complete our purchase of Aidence Holding B.V. The shares were ascribed a value of $ 30.6 million. On January 20, 2022, we issued 965,058 shares to complete our purchase of Quantib B.V. The shares were ascribed a value of $ 25.9 million. On October 22, 2021 we completed our purchase of specific technology assets of DRT LLC in part by issuing 15,000 shares of our common stock to complete the transaction. The shares were ascribed a value of $ 0.4 million. On August 24, 2021, we completed our stock purchase of Tangent Associates LLC by issuing 67,658 shares of our common stock to complete the transaction. The shares were ascribed a value of $ 2.0 million. On January 1, 2021 we entered into the Simi Valley Imaging Group, LLC, partnership agreement with Simi Valley Hospital and Health Services ("Simi Adventist"). Of the total combined assets of $ 0.4 million, RadNet transferred $ 0.3 million and Simi Adventist contributed the remaining $ 0.1 million. We entered into finance lease debt of approximately $ 20.0 thousand during the twelve months ended December 31, 2020. 58 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, 2022, we operated directly or indirectly through joint ventures with hospitals, 357 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 center operations, we have certain other subsidiaries that develop Artificial Intelligence ("AI") products and solutions that are designed to enhance interpretation of radiographic images. Our operations comprise two segments for financial reporting purposes for this reporting period, Imaging Centers and Artificial Intelligence. For further financial information about these segments, see Note 5, Segment Reporting. 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 and provide professional medical services for centers in Arizona, California, Delaware, Maryland, New Jersey and New York. These VIEs are collectively referred to as 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. 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 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 the Group. However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. The Group on a combined basis recognized $ 189.1 million, $ 179.6 million, and $ 147.6 million of revenue, net of management services fees to RadNet, for the years ended December 31, 2022, 2021, and 2020, respectively and $ 189.1 million, $ 179.6 million, and $ 147.6 million of operating expenses for the years ended December 31, 2022, 2021, and 2020, respectively. RadNet, Inc. recognized $ 786.5 million, $ 749.2 million, and $ 600.7 million of total billed net service fee revenue for the years ended December 31, 2022, 2021, and 2020, respectively, for management services provided to the Group relating primarily to the technical portion of billed revenue. 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, 2022 and December 31, 2021, we have included approximately $ 110.3 million and $ 89.2 million, respectively, of accounts 59 receivable and approximately $ 16.2 million and $ 14.4 million of accounts payable and accrued liabilities related to the Group, respectively. At all of our centers not serviced by the Group we have entered into long-term contracts with medical groups to provide professional services at those centers, including supervision and interpretation of diagnostic imaging procedures. The medical groups maintain full control over the physicians they employ. Through our management agreements, we make available to the medical groups the imaging centers, including all furniture, fixtures and medical equipment therein. The medical groups are compensated for their services from the professional component of the global net service fee revenue and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups. As such, the financial results of these groups are not consolidated in our financial statements. We also own a 49 % economic interest in ScriptSender, LLC, which provides services for secure data transmission of medical information. Through a management agreement, RadNet provides management and accounting services and receives an agreed upon fee. ScriptSender LLC is dependent on us 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. We have continued to finance ScriptSender during it's development phase and our maximum exposure to loss is $ 3.3 million, which represents our receivable balance from the entity. Maximum exposure to loss is the loss that we would absorb in the event that all of the assets of ScriptSender are deemed worthless. We paid operating expenses for the venture of $ 2.1 million and $ 1.6 million for the years ended December 31, 2022, and December 31, 2021, respectively. 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. 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 insurance companies. 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 other centers, this service fee revenue is earned through providing the use of our 60 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 managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). 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. Our total service fee revenues for the years ended December 31, 2022, 2021, and 2020 are presented in the table below. Our imaging center revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type. Additional revenues are earned from our management services provided to joint ventures and our software and AI subsidiaries. In Thousands 2022 2021 2020 Commercial insurance $ 785,128 $ 743,462 $ 584,035 Medicare 311,124 280,911 217,928 Medicaid 38,279 34,731 25,619 Workers' compensation/personal injury 51,339 44,235 33,478 Other patient revenue 31,849 19,398 25,314 Management fee revenue 22,235 19,630 11,253 Software and teleradiology 14,238 10,525 10,798 Other 19,428 12,436 23,297 Revenue under capitation arrangements 152,045 148,334 140,118 Imaging center segment revenue 1,425,665 1,313,662 1,071,840 AI segment revenue 4,396 1,415 — Total revenue $ 1,430,061 $ 1,315,077 $ 1,071,840 GOVERNMENT ASSISTANCE: COVID-19 PANDEMIC AND CARES ACT FUNDING - On March 11, 2020 the World Health Organization (WHO) designated COVID-19 as a global pandemic. To aid businesses and stimulate the national economy, Congress passed The Coronavirus Aid, Relief, and Economic Security ("CARES") Act, which was signed in to law on March 27, 2020. Beginning in the second quarter of 2020 and through the twelve months ended December 31, 2021, we received funding from the various programs established by the CARES Act as follows: • $ 39.6 million total of accelerated Medicare payments received, $ 39.5 million for the twelve months ended December 31, 2020 and $ 0.1 million for the twelve months ended December 31, 2021. • $ 4.0 million from the Paycheck Protection Program during the twelve months ended December 31, 2020. • $ 35.4 million total Provider Relief Funding, $ 26.3 million received for the twelve months ended December 31, 2020 and $ 9.1 million received for the twelve months ended December 31, 2021. The accelerated Medicare payments were recorded to deferred revenue in our consolidated balance sheet and are being applied to revenue as services are performed beginning in 2021. Based on terms released on October 1, 2020, through the Continuing Appropriations Act, 2021 and Other Extensions Act, such accelerated payments are interest free for inpatient acute care hospitals for 29 months (seven months for medical groups), and the program currently requires CMS to recoup the payments 61 beginning one year after receipt by the provider, by withholding future Medicare fee-for-service payments for claims at a rate of 25% for the first 11 months, and 50% for the 6 months afterward, until the full accelerated payment has been recouped. The program currently requires any outstanding balance remaining after 29 months to be repaid by the provider or be subject to an interest rate currently set at 4%. We applied the accelerated Medicare payments to revenue in the amount of $ 8.4 million for the twelve months ended December 31, 2022 and $ 30.2 million for the twelve months ended December 31, 2021. As of December 31, 2022, approximately $ 1.0 million of Medicare payments received remain in d eferred revenue . The $ 4.0 million secured from the Paycheck Protection Program was accounted for as debt and in December 2020 we met the eligibility requirements under the government guidelines for forgiveness and the loans were written off to gain on extinguishment of debt. The Provider Relief Funding is displayed as such on our consolidated statements of operations in the year received. The CARES Act also provides for the deferral of the employer-paid portion of the social security payroll tax with 50 % due by December 31, 2021 and 50 % due by December 31,2022. We elected to defer $ 16.3 million of this tax through December 31, 2020 which has been paid as of December 31, 2022. The CARES Act also provided a refundable employer tax credit ("ERC") equal to 50 % of qualified wages, including certain health insurance costs, that can be used to offset payroll tax liabilities. In the year ending December 31, 2021, we recognized an employee retention credit as a reduction to cost of operations totaling of $ 7.7 million. 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. Services are generally provided pursuant to one-year contracts with healthcare providers. We continuously monitor collections from our payors and maintain an allowance for bad debts 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 in exchange for notes receivables from the buyers. 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. Proceeds on notes receivables 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. Amounts remaining to be collected on these agreements were $ 15.4 million and $ 17.7 million at December 31, 2022 and December 31, 2021, respectively. We do not utilize factoring arrangements as an integral part of our financing for working capital. ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, 2022 2021 Accounts payable $ 102,678 $ 86,461 Accrued expenses 181,574 93,420 Accrued salary and benefits 62,072 62,425 Accrued professional fees 23,271 21,631 Total $ 369,595 $ 263,937 SOFTWARE REVENUE RECOGNITION – We have developed and sell 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, 2022, 2021 and 2020, we recorded approximately $ 13.2 million, $ 10.5 million, and $ 8.6 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, 2022 we had deferred revenue of approximately $ 0.9 million associated with these sales which we expect to recognize into revenue over the next 12 months. 62 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. 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. 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 related to our revolving credit facilities. Deferred financing costs, net of accumulated amortization, were $ 2.3 million and $ 2.1 million for the twelve months ended at December 31, 2022 and 2021, respectively. See Note 8, Credit Facilities and Notes Payable 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 $ 677.7 million and $ 513.8 million at December 31, 2022 and December 31, 2021, respectively. Indefinite lived intangible assets at were $ 24.1 million at December 31, 2022 and $ 20.6 million at December 31, 2021 and are associated with the value of certain trade name intangibles and in process research and development (IPR&D). Goodwill, trade name intangibles and IPR&D 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 goodwill, trade name and IPR&D for impairment on October 1, 2022. In 2020 we ceased employing certain indefinite lived trade names with a total value of $ 4.2 million and they were written off in full as of December 31, 2020. Our annual impairment test as of October 1, 2022 noted no other impairment, and we have not identified any indicators of impairment through December 31, 2022. LONG-LIVED ASSETS – We evaluate our long-lived assets (property and equipment) and intangibles, other than goodwill and indefinite lived intangible assets, 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 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. At December 31, 2021 we recorded a write off charge of $ 7.1 million in leasehold improvements for 63 facilities that we abandoned. See the Leases discussion below for more information. Other than this, 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. See Note 10, Income Taxes, for more information. 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 liabilities, 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. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. 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 ROU 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. No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of December 31, 2022. 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. After a management review of post pandemic patient traffic to centers during the fourth quarter of 2021, it was noted that although overall volumes had returned to pre-pandemic levels, certain imaging locations did not experience the same levels of activity as beforehand. This was due in part to lower utilization rates of commercial space from telecommuting, accompanied by the migration of those workers out of congested urban centers to residential areas. Based on this analysis, management decided to consolidate volumes into fewer centers and reduce administrative office space in response to the demographic changes experienced. To complete the closure of these locations, we took a lease abandonment charge of approximately $ 12.6 million at December 31, 2021. UNINSURED RISKS – On November 1, 2013 we entered into a high-deductible workers’ compensation insurance policy. We have recorded liabilities of $ 3.9 million and $ 3.5 million at December 31, 2022 and December 31, 2021, 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 all years covered by this report. 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, 2022, 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, 2022 and 2021 of $ 7.4 million and $ 6.3 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 64 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 $ 3.0 million in matching for each of the twelve months ended December 31, 2022 and December 31, 2021. For the year ended December 31, 2020, we elected not to provide a matching contribution. 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, and currently as of April 15, 2021 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 10, 2021. We have reserved 16,500,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units, and stock appreciation rights. Terms and conditions of awards can be direct grants or based on achieving a performance metric and we also consider probability of achievement of performance conditions when determining expense recognition. For the awards where vesting is probable, equity-based compensation is recognized over the related vesting period. Stock options and warrants generally vest over three to five years and expire five to ten years from date of grant. We determine the compensation expense for each stock option award using the Black Scholes, or similar, valuation model. Those models require that our management make certain estimates concerning risk free interest rates and volatility in the trading price of our common stock. 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 Equity 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 11, Stock-Based Compensation, for more information. FOREIGN CURRENCY TRANSLATION – For our operations in Canada, Europe and the United Kingdom, 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. The following is a reconciliation of Foreign Currency Translation amounts for the years ended December 31, 2022, 2021 and 2020 is provided below (in thousands): Currency Translation Balance as of January 1, 2020 $ ( 276 ) Currency Translation Adjustments ( 101 ) Balance as of December 31, 2020 ( 377 ) Currency Translation Adjustments ( 65 ) Balance as of December 31, 2021 ( 442 ) Currency Translation Adjustments ( 3,943 ) Balance as of December 31, 2022 $ ( 4,385 ) OTHER COMPREHENSIVE INCOME (LOSS) – Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) and its components. Our foreign currency translation adjustments, changes in the fair value of cash flow hedges, and the amortization of balances associated with derivatives previously classified as cash flow hedges are included in other comprehensive income (loss). The components of other comprehensive income (loss) for the twelve month periods ended December 31, 2022, December 31, 2021, and 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 65 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. 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, 2022 $ — December 31, 2021 $ — December 31, 2020 $ 788 Other Comprehensive Loss 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 accumulated comprehensive income (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 per month through October 2025. A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 swaps is as follows (amounts in thousands): 66 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, 2022 $ — December 31, 2021 $ — December 31, 2020 $( 20,160 ) 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 gain (loss) recognized in income on derivative (current period ineffective portion) Location of gain (loss) recognized in Income on derivative (current period ineffective portion) Amount of loss reclassified from accumulated other comprehensive income (loss) into income (prior period effective portion) Location of loss reclassified from accumulated other comprehensive income (loss) into income (prior period effective portion) December 31, 2022 $ 39,621 Other Income (Expense) $( 3,687 ) Interest Expense December 31, 2021 $ 21,670 Other Income (Expense) $( 3,695 ) Interest Expense December 31, 2020 $( 2,528 ) Other Income (Expense) $( 3,448 ) Interest Expense CONTINGENT CONSIDERATION - Aidence Holding B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Aidence Holding B.V. ("Aidence") an artificial intelligence enterprise centered on lung cancer screening. As part of the purchase agreement, we will pay up to $ 10.0 million consideration upon the completion of two identified milestones in RadNet common shares or cash at our election. This contingency had a value of approximately $ 7.2 million on December 31, 2022. The amount is reviewed quarterly and adjusted to fair value based on the yield rate of S&P B-rated corporate bonds and the probability of FDA approval, which has been currently determined by management to be 80 % for milestone one and 70 % for milestone two. In addition, there is a remaining general holdback of $ 4.0 million to be issued in shares of our common stock subject to adjustment for any indemnification claims. Quantib B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Quantib B.V. ("Quantib") an artificial intelligence enterprise centered on prostate cancer screening. As part of the purchase agreement, we will issue 18 months after acquisition, 113,303 shares of our common stock with an initial fair value at the date of close of $ 3.0 million subject to adjustment for any indemnification claims and will be adjusted to fair value in subsequent periods. This contingency had a value of approximately $ 2.1 million as of December 31, 2022. In addition, there is a general holdback of $ 1.6 million to be issued in cash subject to adjustment for any indemnification claims. Montclair On October 1, 2022, we completed our acquisition of Montclair Radiological Associates. As part of the purchase agreement, we recorded $ 1.2 million in contingent consideration to be determined by obtaining specific EBITDA targets within a defined time frame. Heart and Lung Imaging Limited On November 1, 2022, we completed our acquisition of 75 % of the equity interests of Heart and Lung Imaging Limited. The purchase included $ 10.2 million in contingent milestone consideration and cash holdback of $ 0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims, which will be adjusted to fair value in 67 subsequent periods. The milestone contingency had a value of approximately $ 11.1 million as of December 31, 2022. The contingent consideration is determined by the achievement of a specific number of physician reads. A tabular rollforward of contingent consideration is as follows (amounts in thousands): For the twelve months ended December 31, 2022 Entity Account January 1, 2022 Balance Issuance of contingent consideration Amount of income (loss) recognized on contingent consideration Currency Translation December 31, 2022 Balance Aidence Other Long Term Liabilities $ — $ 11,453 $ ( 362 ) $ 67 $ 11,158 Quantib Accrued Expenses & Other Long Term Liabilities $ — $ 4,581 $ ( 903 ) $ 31 $ 3,709 Montclair Accrued Expenses $ — $ 1,200 $ — $ — $ 1,200 Heart and Lung Limited Accrued Expenses & Other Long Term Liabilities $ — $ 10,814 $ 566 $ 276 $ 11,656 See Fair Value Measurements section below for the fair value of contingent consideration at December 31, 2022. 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, 2022 Level 1 Level 2 Level 3 Total Other Current Assets and Deposits and Other 2019 SWAPS - Interest Rate Contracts $ — $ 23,302 $ — $ 23,302 68 As of December 31, 2021 Level 1 Level 2 Level 3 Total Accrued expenses and other non-current liabilities 2019 SWAPS - Interest Rate Contracts $ — $ 16,319 $ — $ 16,319 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 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. Contingent Consideration: The table below summarizes the estimated fair values of contingencies and holdback relating to our Aidence Holding B.V. and Quantib B.V. acquisitions on January 20, 2022, and the Heart and Lung Imaging Limited acquisition on November 1, 2022 that are subject to fair value measurements and the classification of these liabilities on our consolidated balance sheets, as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Accrued expenses and other non-current liabilities Aidence Holding B.V. milestone consideration $ — $ — $ 11,158 $ 11,158 Quantib B.V. holdback of 113,303 shares of RadNet common stock $ — $ — $ 3,709 $ 3,709 Montclair Radiological Associates $ — $ — $ 1,200 $ 1,200 Heart and Lung Imaging Limited $ — $ — $ 11,656 $ 11,656 The estimated fair value of these liabilities was determined using Level 3 inputs. For Aidence Holding B.V., the milestone contingent liability was adjusted to fair value based on the yield rate of S&P B-rated corporate bonds and the probability of FDA approval. For the Quantib B.V holdback shares, the fair value was determined by calculating the value of estimated shares issuable as of the reporting date (which was $ 18.83 ) translated at the current exchange rate at December 31, 2022, the time period related to the contractual settlement term, and the probability of issuing the shares. For Montclair Radiological Associates the contingent consideration is determined by obtaining specific EBITDA targets within a defined time frame. For Heat Lung Imaging Limited the contingent consideration is determined by the achievement of a specific number of physician reads. As significant inputs for the contingent consideration of Aidence B.V., Quantib B.V., Montclair Radiological Associates and Heart Lung Imaging Limited are not observable and cannot be corroborated by observable market data they are classified as Level 3. Long Term Debt The table below summarizes the estimated fair value and carrying amount of our Truist (Term Loan Agreement) and Barclays (First Lien Term Loans) long-term debt as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 843,594 $ — $ 843,594 $ 864,125 69 As of December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 766,973 $ — $ 766,973 $ 767,875 Our Barclays revolving credit facility had no aggregate principal amount outstanding as of December 31, 2022 and December 31, 2021, respectively. Our Truist revolving credit facility had no aggregate principal amount outstanding as of December 31, 2022 and December 31, 2021, 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 Truist 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. 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, 2022 2021 2020 Net income (loss) attributable to RadNet, Inc. common stockholders $ 10,650 $ 24,727 $ ( 14,840 ) BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,293,336 52,496,679 50,891,791 Basic net income (loss) per share attributable to RadNet, Inc. common stockholders $ 0.19 $ 0.47 $ ( 0.29 ) DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,293,336 52,496,679 50,891,791 Add nonvested restricted stock subject only to service vesting 172,139 259,539 — Add additional shares issuable upon exercise of stock options, warrants and holdback shares 855,395 664,815 — Weighted average number of common shares used in calculating diluted net income per share 57,320,870 53,421,033 50,891,791 Changes in fair value associated with contingently issuable shares $ ( 724 ) $ — $ — Net income (loss) attributable to RadNet, Inc's common stockholders for diluted share calculation $ 9,926 $ 24,727 $( 14,840 ) Diluted net income (loss) per share attributable to RadNet, Inc. common stockholders $ 0.17 $ 0.46 $ ( 0.29 ) 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 152,723 47,792 554,444 70 INVESTMENTS IN EQUITY SECURITIES- As of December 31, 2022, 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. Our investment of $ 1.2 million, represents a 14.21 % equity interest in the company. No observable price changes or impairment in our investment was noted as of the year ended December 31, 2022. 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 $ 0.1 million 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, 2022. 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, 2022. 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, 2022. Joint venture investment and financial information The following table is a summary of our investment in joint ventures during the years ended December 31, 2022 and December 31, 2021 (in thousands): Balance as of December 31, 2020 $ 34,528 Equity contributions in existing and purchase of interest in joint ventures 1,441 Equity in earnings in these joint ventures 10,967 Distribution of earnings ( 4,707 ) Balance as of December 31, 2021 $ 42,229 Equity contributions in existing and purchase of interest in joint ventures 9,712 Equity in earnings in these joint ventures 10,390 Distribution of earnings ( 4,438 ) Balance as of December 31, 2022 $ 57,893 We charged management service fees from the centers underlying these joint ventures of approximately $ 22.2 million, $ 19.6 million and $ 11.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures. As we have the ability to exercise significant influence over our joint venture entities, we consider them related parties. Amounts transacted between ourselves and the entities in the ordinary course of business are disclosed on our balance sheet in the due from/to affiliate accounts. 71 The following table is a summary of key unaudited financial data for these joint ventures as of December 31, 2022 and 2021, respectively, and for the years ended December 31, 2022, 2021 and 2020, respectively, (in thousands): December 31, Balance Sheet Data: 2022 2021 Current assets $ 39,304 $ 37,186 Noncurrent assets 134,694 73,592 Current liabilities ( 29,588 ) ( 12,919 ) Noncurrent liabilities ( 37,952 ) ( 22,370 ) Total net assets $ 106,458 $ 75,489 Book value of RadNet joint venture interests $ 49,564 $ 34,930 Cost in excess of book value of acquired joint venture interests accounted for as equity method goodwill 8,329 7,299 Total value of RadNet joint venture interests $ 57,893 $ 42,229 2022 2021 2020 Net revenue $ 145,256 $ 129,023 $ 101,921 Net income $ 21,169 $ 21,893 $ 16,850 During the years ended December 31, 2022 and 2021, we made an additional equity contributions of $ 1.4 million each year to Arizona Diagnostic Radiology Group ("ADRG", our joint venture with Dignity Health). On November 1, 2022, we contributed eight of our imaging centers to ADRG of $ 12.7 million and recorded a loss of $ 0.5 million which was calculated as the difference between the sale price and carrying value of such imaging centers which included equipment and other assets and an allocation of goodwill to such imaging centers. We recorded $ 4.5 million of the sale price as an offset to due to affiliates while the remaining $ 8.3 million was recorded as investment in joint venture on our balance sheet. We accounted for the transaction as an adjustment to our equity investment for the value of the assets contributed. To maintain our 49 % economic interest in ADRG, we received a distribution from the partnership of $ 4.5 million to reduce our overall investment to $ 8.3 million. NOTE 3 - RECENT ACCOUNTING STANDARDS Accounting standards adopted Over the course of 2020 through 2022, the FASB issued different Accounting Standards Updates (ASUs) in regards to Reference Rate Reform (Topic 848). ASU 2020-04 and ASU 2021-01 addressed optional expedients and exceptions for applying generally accepted accounting principals to certain contract modifications, hedging relationships, and derivatives that referenced London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The provisions originally were set to expire on December 31, 2022. The date of LIBOR cessation was finalized as June 30, 2023, which is beyond the current sunset date of Topic 848 and hence the need to extend the time allotted for accounting relief. ASU 2022-06 deferred the sunset date of the provision out to December 31, 2024. The adoption of the provisions under these ASUs did not have a material effect on our consolidated financial statements. In November 2021, the FASB issued ASU 2021-10 ("ASU 2021-10"), Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard was effective for financial statements issued for annual reporting periods beginning after December 15, 2021. As ASU 2021-10 only impacts annual financial statement footnote disclosures, the adoption did not have a material effect on our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 ("ASU 2021-08"), Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards 72 Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The adoption did not have a material effect on our consolidated financial statements. NOTE 4 – BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center Segment During 2022 and 2021, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses. The primary reason for these acquisitions was to strengthen our presence in the Delaware, Maryland, New Jersey and New York markets. We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): 2022: Entity Date Acquired Total Purchase Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Right of Use Liabilities IFRC LLC*^ 1/1/2022 8,200 2,910 1,703 5,271 — 19 ( 1,703 ) IFRC LLC*^ 1/1/2022 4,800 2,103 857 2,697 — — ( 857 ) Montclair Radiological Associates, P.A.*# 10/1/2022 94,877 16,414 4,665 79,690 400 ( 2,168 ) ( 4,124 ) Heart and Lung Imaging Limited+ 11/1/2022 32,000 — — 16,200 15,800 — — Chelsea Diagnostic Radiology, P.C.* 12/1/2022 2,800 568 — 2,132 100 — — North Jersey Imaging Center, LLC* 12/9/2022 104 20 — 55 25 4 — $ 142,781 $ 22,015 $ 7,225 $ 106,045 $ 16,325 $( 2,145 ) $( 6,684 ) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, one of which was purchased separately by a joint venture with Calvert Medical Imaging Centers, LLC. # Montclair Radiological Associates includes a liability for $ 1.2 million in contingent consideration. +See detailed description of the Heart and Lung Imaging Limited acquisition below. 2021: 73 Entity Date Acquired Total Purchase Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Right of Use Liabilities Personal Health Imaging PLLC* 2/1/2021 2,995 576 608 2,355 50 14 ( 608 ) ZP Elmont LLC* 2/1/2021 2,194 1,112 — 1,005 50 27 — ZP Freeport LLC* 2/1/2021 6,065 4,668 — 1,328 40 29 — Broadway Medical Imaging LLC* 2/1/2021 1,155 1,076 446 6 50 23 ( 446 ) 3235 Hempstead LLC* 2/1/2021 9,386 5,667 — 3,649 70 — — SLZM Realty LLC* 2/1/2021 13,671 4,617 — 8,974 80 — — 2012 Sunrise Merrick LLC* 2/1/2021 11,428 2,741 335 8,617 70 — ( 335 ) ZP Bayside LLC* 3/1/2021 3,545 3,385 2,191 40 50 70 ( 2,191 ) ZP Laurelton LLC* 3/1/2021 2,658 2,530 1,418 32 50 46 ( 1,418 ) ZP Smith LLC* 3/1/2021 3,978 3,581 2,214 347 50 — ( 2,214 ) ZP 907 Northern LLC* 4/1/2021 562 507 1,817 5 50 — ( 1,817 ) William M. Kelly MD, Inc.* ^ 5/1/2021 3,750 990 1,379 2,710 50 — ( 1,379 ) 60th Street MRI, LLC* 5/1/2021 400 85 — 290 25 — — ZP Parkchester LLC* 5/1/2021 263 213 311 — 50 — ( 311 ) ZP Eastern LLC* 6/1/2021 2,868 2,801 1,951 17 50 — ( 1,951 ) Tangent Associates LLC** 8/24/2021 2,025 10 — 379 1,636 — — Mid Delaware Imaging P.A. 12/1/2021 6,023 590 — 5,260 150 23 — William M. Kelly MD, Inc.* ^ 12/6/2021 4,404 701 — 3,653 50 — — William M. Kelly MD, Inc.* ^ 12/31/2021 2,346 99 323 2,197 50 — ( 323 ) $ 79,716 $ 35,949 $ 12,993 $ 40,864 $ 2,671 $ 232 $( 12,993 ) *Fair Value Determination is Final ** All stock purchase through issuing 67,658 shares of our common stock. ^ William M. Kelly MD acquisitions consisted of various subsidiaries purchased separately. Heart and Lung Imaging Limited On November 1, 2022, we acquired a 75 % controlling interest in Heart and Lung Imaging Limited (“HLI”). HLI is a teleradiology concern which operates in the United Kingdom with the National Healthcare Service to screen high risk populations for cardiac and lung conditions. HLI’s operations are included in our imaging center segment for reporting purposes. The transaction was accounted for as the acquisition of a business with a total purchase consideration of approximately $ 31.9 million, including: i) shares with a fair value of $ 6.8 million ( 359,002 shares issued at $ 19.06 per share), ii) cash of $ 6.3 million and iii) contingent consideration of $ 10.8 million ($ 10.2 million in contingent milestone consideration and cash holdback of $ 0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims) and iv) noncontrolling interest of $ 8.0 million. We recorded $ 0.6 million in current assets, $ 15.8 million in intangible assets, $ 0.6 million current liabilities and $ 16.2 million in goodwill in connection with this transaction. As part of the purchase price allocation, we determined the identifiable intangible assets are customer relationships and trade names. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a rate of 19.0 %. The cash flows were based on estimated earnings from existing customers, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. 74 Artificial Intelligence Segment Aidence Holding B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Aidence Holding B.V. ("Aidence") an artificial intelligence enterprise focused on lung cancer screening. Aidence is reported as part of our artificial intelligence segment and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $ 45.2 million including i) 1,117,872 shares issued at $ 26.80 per share with a fair value of $ 30.0 million ii) cash of $ 1.8 million and iii) contingent consideration of $ 11.9 million ($ 7.4 million in milestones to be settled in shares or cash at our election and a share holdback of $ 4.5 million) and iv) a settlement of a loan from RadNet of $ 1.5 million. In addition we paid certain seller closing costs through the issuance of 23,362 shares at a fair value of $ 0.6 million. As a result of this transaction, we recorded $ 1.0 million in current assets, $ 0.2 million in property and equipment, $ 27.7 million in intangible assets (including developed technology of $ 21.1 million and IPR&D of $ 5.5 million), $ 3.2 million in current liabilities, a deferred tax liability of $ 3.5 million, and $ 22.9 million in goodwill. In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Aidence business. As part of the purchase price allocation, we determined the identifiable intangible assets are developed technology, IPR&D, trade names, and customer relationships. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using rates ranging from 15 % to 17 %. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The developed technology consists of artificial intelligence powered applications for lung nodule management and early lung cancer diagnosis and reporting. The IPR&D asset relates primarily to an in-process project for a customer relationship management offering to manage patients that are found with Incidental Pulmonary Nodules and has not reached technological feasibility as of the acquisition date. The asset recorded relates to one project, and the Company expects to complete the project in the next twelve months. The useful lives for the developed technology asset was set at 7 years, for customer relationships 5.4 years, and trade names was 7 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition. These benefits include expanding the Company's AI capabilities to drive revenue growth. Quantib B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Quantib B.V. ("Quantib") an artificial intelligence enterprise focused on prostate cancer screening. Quantib is reported as part of our artificial intelligence segment, and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $ 42.3 million including i) 965,058 shares issued at $ 26.80 per share with a fair value of $ 25.9 million ii) cash of $ 11.8 million and iii) contingent consideration consisting of 113,303 shares with a fair value at the date of close of $ 3.0 million and cash of $ 1.6 million both to be released 18 months after acquisition subject to adjustment for any indemnification claims. As a result of this transaction, we recorded $ 2.4 million in current assets, $ 0.1 million in property and equipment, $ 21.3 million in intangible assets (including developed technology of $ 19.6 million and IPR&D of $ 0.7 million), $ 0.7 million in current liabilities, $ 6.7 million in long-term debt and deferred tax liabilities, and $ 26.4 million in goodwill. In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Quantib business. As part of the purchase price allocation, we determined the identifiable intangible assets are developed technology, IPR&D, trade names, and customer relationships. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using rates ranging from 50 % to 55 %. The cash flows were based on 75 estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The developed technology consists of artificial intelligence powered applications for neurological and prostate imaging scans and reporting. The useful lives for the developed technology asset was set at seven years , customer relationships three years , and trade names seven years . The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition. These benefits include expanding the Company's AI capabilities to drive revenue growth. As disclosed above, for the acquisitions of Aidence and Quantib, the Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in business combinations. This approach determines fair value by estimating the after-tax cash flows attributable to the respective assets over their useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in technology and expected product introductions by competitors. The value of the in-process projects is based on the project's stage of completion, the complexity of the work completed as of the acquisition date, the projected costs to complete, the expected introduction date, the estimated cash flows to be generated upon commercial release and the estimated useful life of the technology. The Company believes that the estimated developed technology and IPR&D amounts represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. The significant assumptions used to estimate the fair value of intangible assets include discount rates and certain assumptions that form the basis of the forecasted results, specifically, revenue growth rates, EBITDA margins and obsolescence factors. These significant assumptions are forward looking and could be affected by future economic and market conditions. Subsidiary activity Formation of majority owned subsidiaries Frederick County Radiology, LLC On April 1, 2022 we formed Frederick County Radiology, LLC ("FCR"), a partnership with Frederick Health Hospital, Inc. ("Hospital"). The operation offers multi-modality services out of six locations in Frederick, Maryland. We contributed the operations of four centers to the enterprise and Hospital contributed $ 5.4 million in fixed assets, $ 3.0 million in equipment, and $ 11.0 million in goodwill. As a result of the transaction, we recognized a gain of $ 6.6 million to additional paid in capital and retained a 65 % controlling economic interest in FCR and Hospital retains an $ 11.1 million or 35 % noncontrolling economic interest in FCR. Advanced Radiology at Capital Region, LLC On June 15, 2022 we entered into Advanced Radiology at Capital Region, LLC, a partnership with Dimension Health Corporation. ("Dimension"), an affiliate of the University of Maryland. The operation will provide multi-modality services out of two yet to be determined locations in the Largo, Maryland area. The venture was initially capitalized with nominal amounts of $ 5.1 thousand for a 51 % economic interest from us and $ 4.9 thousand from Dimension for a 49 % economic interest. Simi Valley Imaging Group, LLC 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 $ 0.4 million. RadNet contributed $ 0.3 million in assets for a 60.0 % economic interest and Simi Adventist contributed assets totaling $ 0.1 million for a 40.0 % economic interest. Sale of ownership interest in a majority owned subsidiary Effective September 1, 2021 we completed the sale of a 24.9 % ownership interest in our majority owned subsidiary West Valley Imaging Group, LLC for $ 13.1 million to Tarzana Medical Center, LLC. After the sale, our ownership interest in the subsidiary has reduced from 75.0 % to 50.1 % and we retain a controlling financial interest in the subsidiary. We recognized in additional paid in capital on our consolidated balance sheets, $ 4.2 million excess in consideration over the carrying value of the sold economic interest. Post the sale of our ownership interest we acquired from Tarzana Medical Center, LLC, certain tangible and intangible business assets for purchase consideration of approximately $ 5.2 million. 76 NOTE 5 – SEGMENT REPORTING Our reportable segments are described below: Imaging Center Our Imaging Center segment provides physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. 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, a strategy that diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures. We also provide teleradiolgy services in the United Kingdom though our Heart&Lung Health subsidiary. Included in the segment is our eRad subsidiary, which designs the underlying critical scheduling, data storage and retrieval systems necessary for imaging center operation. Artificial Intelligence ("AI") Our AI segment develops and deploys clinical applications to enhance interpretation of medical images and improve patient outcomes with an emphasis on brain, breast, prostate, and pulmonary diagnostics. Our chief operating decision maker ("CODM"), who is also our CEO, evaluates the financial performance of our segments based upon their respective revenue and segmented internal profit and loss statements prepared on a basis not consistent with GAAP. We do not report balance sheet information by segment since it is not reviewed by our CODM. The table below present segment information reconciled to our financial results, with segment operating income or loss including revenue less cost of operations, depreciation and amortization, and other operating expenses to the extent specifically identified by segment (in thousands): 77 Twelve Months Ended December 31, 2022 2021 2020 Revenue: Imaging Centers $ 1,425,665 $ 1,313,662 $ 1,071,840 AI 4,396 1,415 — Total revenue $ 1,430,061 $ 1,315,077 $ 1,071,840 Cost of Operations Imaging Centers $ 1,240,593 $ 1,130,543 $ 967,250 AI 23,753 5,333 2,822 Total cost of operations $ 1,264,346 $ 1,135,876 $ 970,072 Depreciation and Amortization Imaging Centers $ 109,524 $ 96,174 $ 86,396 AI 6,353 520 399 Total depreciation and amortization $ 115,877 $ 96,694 $ 86,795 Loss on Disposal of Equipment Imaging Centers $ 2,506 $ 8,319 $ 1,200 AI 23 — — Total loss (gain) $ 2,529 $ 8,319 $ 1,200 Severance Imaging Centers $ 926 $ 744 $ 4,353 AI 20 — — Total severance $ 946 $ 744 $ 4,353 Income from Operations Imaging Centers $ 72,116 $ 77,882 $ 12,641 AI ( 25,753 ) ( 4,438 ) ( 3,221 ) Total income from operations $ 46,363 $ 73,444 $ 9,420 For proper comparative purposes, Imaging Center segment revenue for the years 2021 and 2020 exclude Provider Relief Funding of $ 9.1 million and $ 26.3 million for the twelve months ended December 31, 2021 and 2020, respectively as it represents a form of direct Government stimulus. No such funds were received for the twelve months ended December 31, 2022. NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is recorded as a result of business combinations. The following is a reconciliation of Goodwill by business segment for the years ended December 31, 2021 and December 31, 2022 is provided below (in thousands): 78 Imaging Center Artificial Intelligence Total Balance as of December 31, 2020 $ 448,269 $ 24,610 $ 472,879 Additions 40,864 — 40,864 Measurement period and other adjustments 77 — 77 Balance as of December 31, 2021 $ 489,210 $ 24,610 $ 513,820 Additions 120,551 48,697 169,248 Disposals ( 4,200 ) — ( 4,200 ) Measurement period and other adjustments ( 106 ) 147 41 Currency translation 1,028 ( 2,272 ) ( 1,244 ) Balance as of December 31, 2022 $ 606,483 $ 71,182 $ 677,665 The amount of goodwill from these acquisitions that is deductible for tax purposes as of December 31, 2022 is $ 154.9 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 $ 10.1 million, $ 4.4 million, and $ 3.7 million for the years ended December 31, 2022, 2021 and 2020, 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 tables shows annual amortization expense, by asset classes that will be recorded over the next five years (in thousands): 2023 2024 2025 2026 2027 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 8,958 $ 20,393 8.9 Covenant not to compete and other contracts 1,319 891 642 356 72 40 3,320 3.1 Customer Relationships 1,244 1,244 1,112 991 816 12,396 17,803 18.6 Patent and Trademarks 298 298 298 298 298 322 1,812 6.4 Developed Technology & Software 6,297 6,297 6,297 6,257 5,722 7,196 38,066 6.7 Trade Names amortized 305 77 77 77 77 89 702 4.5 Trade Names indefinite life — — — — — 7,100 7,100 — IPR&D — — — — — 17,032 17,032 — Total Annual Amortization $ 11,750 $ 11,094 $ 10,713 $ 10,266 $ 9,272 $ 53,133 $ 106,228 NOTE 7 - PROPERTY AND EQUIPMENT Property and equipment and accumulated depreciation and amortization are as follows (in thousands): 79 December 31, 2022 2021 Land $ 250 $ 250 Medical equipment 649,034 560,301 Computer and office equipment, furniture and fixtures 119,467 144,766 Software development costs 36,015 — Leasehold improvements 501,963 441,921 Equipment originally acquired under finance/capital lease 13,971 13,984 Total property and equipment cost 1,320,700 1,161,222 Accumulated depreciation ( 754,739 ) ( 676,975 ) Total property and equipment $ 565,961 $ 484,247 Included in our property and equipment at December 31, 2022 is approximately $ 73.4 million total of construction in process amounts consisting of $ 26.6 million in medical equipment, $ 5.3 million in computer and office equipment, $ 0.4 million in software development and $ 41.1 million in leasehold improvements. Included in our property and equipment at December 31, 2021 is approximately $ 18.1 million total of construction in process amounts consisting of $ 2.6 million in medical equipment, $ 6.1 million in computer and office equipment, and $ 9.3 million in leasehold improvements. Depreciation and amortization expense of property and equipment, including amortization of equipment under finance leases, for the years ended December 31, 2022, 2021 and 2020 was $ 105.6 million, $ 92.3 million, and $ 83.1 million, respectively. NOTE 8 - CREDIT FACILITIES AND NOTES PAYABLE As of December 31, 2022 and December 31, 2021 our debt obligations consisted of the following (in thousands): December 31, 2022 December 31, 2021 First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 714,125 $ 721,375 Discount on First Lien Term Loans ( 11,127 ) ( 13,213 ) Term Loan Agreement collateralized by NJIN's tangible and intangible assets 150,000 46,500 Discount on NJIN Term Loan Agreement ( 1,254 ) — Total debt obligations 851,744 754,662 Less current portion ( 12,400 ) ( 11,164 ) Long-term portion debt obligations $ 839,344 $ 743,498 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): 2023 $ 14,750 2024 14,750 2025 18,500 2026 18,500 2027 119,750 Thereafter 677,875 Total notes payable obligations $ 864,125 We had no outstanding balance under our $ 195.0 million Barclays Revolving Credit Facility at December 31, 2022 and had reserved an additional $ 7.6 million for certain letters of credit. The remaining $ 187.4 million of our Barclays Revolving Credit Facility was available to draw upon as of December 31, 2022. We also had no balance under our $ 50.0 million Truist Revolving Credit Facility related to our consolidated subsidiary NJIN at December 31, 2022, and with no letters 80 of credit reserved against the facility, the full amount was available to draw upon. At December 31, 2022 we were in compliance with all covenants under our credit facilities. Amendments to Credit Facilities Barclays: Second Amended and Restated First Lien Credit and Guaranty Agreement On April 23, 2021, we entered into the Second Amended and Restated First Lien Credit and Guaranty Agreement (the "Restated Credit Agreement") which provides for $ 725.0 million of senior secured first lien term loans (the "First Lien Term Loans") and a $ 195.0 million senior secured revolving credit facility (the "Barclays Revolving Credit Facility"). The proceeds of the First Lien Term Loans were used to refinance loans outstanding under our prior first lien credit agreement and provide funding for current and future operations. Total costs of the Restated Credit Agreement amounted to approximately $ 14.9 million segregated as follows: $ 8.8 million capitalized to discount and deferred finance cost, $ 6.0 million charged to loss on early extinguishment of debt and related expenses and $ 0.1 million written off to interest expense. Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Restated Credit Agreement. Truist: Second Amended and Restated Revolving Credit and Term Loan Agreement On October 7, 2022, we entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement (the "Restated Credit and Term Loan Agreement") which provides for a $ 150.0 million of a secured term loan (the "Truist Term Loan") and a $ 50.0 million secured revolving credit facility (the "Truist Revolving Credit Facility"). Both loans were secured by our simultaneous entry into the Second Amended and Restated Guaranty and Security Agreement on the same date. The proceeds were were used to refinance the outstanding balance under our prior term loan agreement and provide funding for current and future operations. Total costs of the Restated Credit and Term Loan Agreement amounted to approximately $ 2.7 million segregated as follows: $ 2.0 million capitalized to discount and deferred finance cost and $ 0.7 million expensed to loss on extinguishment of debt and related expenses in other expense. Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Restated Credit and Term Loan Agreement. All obligations under the Second Amended and Restated Credit and Term Loan Agreement bear interest at either a SOFR or a Base Rate (each as defined in the Restated Credit and Term Loan Agreement), plus an applicable margin according to the following schedule: Pricing Level Leverage Ratio Applicable Margin for SOFR 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 2.50 % per annum 1.50 % per annum 2.50 % 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 Senior Credit Facilities: First Lien Term Loans: The First Lien Term Loans under the Restated Credit Agreement bear interest at either a Eurodollar Rate or an Alternate Base Rate (in each case, as defined in the Restated Credit Agreement), plus an applicable margin. The applicable 81 margin for Eurodollar Rate term loans under the Restated Credit Agreement is 3.25 % per annum, with a reduction to 3.0 % per annum upon delivery by us of financial statements evidencing a first lien net leverage ratio of 3.50 to 1.00 or less. Such statements were delivered by us on May 27, 2021. At December 31, 2022 the effective Eurodollar Rate and the Alternate Base Rate for the First Lien Term Loans under the Restated Credit Agreement was 4.73 % and 7.50 %, respectively and the applicable margin for the Eurodollar Rate and Alternate Base Rate First Lien Term Loans under the Restated Credit Agreement was 3.00 % and 2.00 %, respectively. The Restated Credit Agreement provides for quarterly payments of principal for the First Lien Term Loan in the amount of approximately $ 1.8 million. The First Lien Term Loan will mature on April 23, 2028 unless otherwise accelerated under the terms of the Restated Credit Agreement. Truist Term Loan: The Truist Term Loan currently bears interest at a three month SOFR election of 4.28 % plus an applicable margin and fees based on Pricing Level III described above. The scheduled amortization of the Truist Term Loan begins March 31, 2023 with quarterly payments of $ 1.9 million, representing 1.00 % of the original principal balance. At scheduled intervals, the quarterly amortization increases by $ 0.9 million, with the remaining balance to be paid at maturity. The Truist Term Loan will mature on October 10, 2027 unless otherwise accelerated under the terms of the Credit Agreement. Revolving Credit Facilities: Barclays Revolving Credit Facility: The Barclays Revolving Credit Facility under the Restated Credit Agreement is a $ 195.0 million senior secured revolving credit facility. Associated with the Barclays Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 1.7 million at December 31, 2022. Revolving loans borrowed under the Barclays Revolving Credit Facility bear interest at either a Eurodollar Rate or an Alternate Base Rate (in each case, as defined in the Restated Credit Agreement) plus an applicable margin which adjusts depending on our first lien net leverage ratio, according to the following schedule: First Lien Leverage Ratio Eurodollar Rate Spread Base Rate Spread > 3.50 x 3.25 % 2.25 % > 3.00 x but ≤ 3.50 x 3.00 % 2.00 % ≤ 3.00 x 2.75 % 1.75 % As of December 31, 2022, the effective interest rate for borrowings on revolving loans under the Barclays Revolving Credit Facility stood at 9.5 %. For letters of credit issued under the Barclays Revolving Credit Facility, letter of credit fees accrue at the applicable margin for Eurodollar rate revolving loans which is currently 3.00 % and fronting fees accrue at 0.125 % per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the Restated Credit Agreement. In addition, a commitment fee of 0.50 % per annum accrues on the unused revolver commitments under the Barclays Revolving Credit Facility. The Barclays Revolving Credit Facility will terminate on April 23, 2026 unless otherwise accelerated in accordance with the terms of the Restated Credit Agreement. Truist Revolving Credit Facility: Associated with the Truist Revolving Credit Facility of $ 50.0 million are deferred financing costs, net of accumulated amortization, of $ 0.6 million at December 31, 2022. As of December 31, 2022, NJIN had no borrowings under the Truist Revolving Credit Facility. The Truist Revolving Credit Facility bears interest with different margins based on types of borrowings at a Pricing Level III as noted in the pricing grid above. The Truist Revolving Credit Facility terminates on the earliest of (i) 82 October 7, 2027, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.8 of the Truist Restated Credit Agreement, or (iii) the date on which all amounts outstanding under the Truist Restated Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). Recent Amendments to prior 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 amended the prior first lien credit agreement to add $ 57.5 million of revolving commitments to the prior Barclays revolving credit facility increasing the maximum borrowing capacity under the prior Barclays revolving credit facility to $ 195.0 million while leaving the maturity date of July 1, 2023 unchanged. On April 18, 2019 we entered into the following two amendments to the prior 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 prior 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 prior Barclays revolving credit facility. The Seventh Amendment amended the prior first lien credit agreement to extend the maturity date of the prior Barclays revolving credit facility by an additional two years to July 1, 2023, unless sooner terminated in accordance with the terms of the prior first lien credit agreement. The prior first lien credit agreement was amended and restated by the Restated Credit Agreement described above, and the prior first lien term loans and prior Barclays revolving credit facility under the prior first lien credit agreement were refinanced and replaced by the First Lien Term Loans and the Barclays Revolving Credit Facility provided under the Restated Credit Agreement described above. Truist Credit Facilities: On August 31, 2018, under the Amended and Restated Revolving Credit and Term Loan Agreement (A&R Agreement), NJIN secured a term loan commitment of $ 60.0 million and established revolving credit facility of $ 30.0 million. The agreement had a maturity date of August 31, 2023 and was refinanced on October 10, 2022 by the Second Amended and Restated Revolving Credit and Term Loan 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 Our material lease contracts are for facilities and advanced radiology equipment. In regards to our imaging, administrative and warehouse facilities, the most common initial lease 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 these locations, and we do not enter into purchase options on the underlying property. We also lease smaller satellite X-Ray locations on mutually renewable terms, usually lasting one year. Leases for advanced radiology and office equipment have terms generally lasting from 5 to 8 years. All leases are classified as operating or finance for accounting purposes, depending on the terms of the agreement. Our Incremental Borrowing Rate ("IBR") used to discount the stream of lease payments is closely related to the interest rates 83 charged on our collateralized debt obligations and our IBR is adjusted when those rates experience a substantial change. During 2021, we satisfied all liabilities classified as finance leases, and only operating leases remain. The components of lease expense were as follows: Years ended December 31, (In thousands) 2022 2021 Operating lease cost (1) $ 107,475 $ 121,578 Finance lease cost: Depreciation of leased equipment $ 2,896 $ 3,068 Interest on lease liabilities — 46 Total finance lease cost $ 2,896 $ 3,114 1) Operating lease cost above for the year ended December 31, 2021 included $ 12.6 million in lease abandonment charges. Please see our discussion in the Leases section of Note 2, Summary of Significant Accounting Policies. Supplemental cash flow information related to leases was as follows: Years ended December 31, (In thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 108,004 $ 110,288 Operating cash flows from financing leases — 46 Financing cash flows from financing leases — 3,304 Right-of-use & Equipment assets obtained in exchange for lease obligations: Operating leases 88,080 186,695 1) On December 31, 2021 we reduced our liability and eliminated the related right-of-use assets for future lease options at facilities that we elected to abandon. The amount of liability and right-of-use asset reduction amounted to approximately $ 3.3 million. Supplemental balance sheet information related to leases was as follows: 84 (In thousands, except lease term and discount rates) December 31, 2022 2021 Operating Leases Operating lease right-of-use assets $ 603,524 $ 584,291 Current portion of operating lease liability 57,607 65,452 Operating lease liabilities 604,117 577,675 Total operating lease liabilities $ 661,724 $ 643,127 Finance Leases Equipment at cost $ 13,971 $ 13,984 Accumulated depreciation ( 12,171 ) ( 9,287 ) Equipment, net $ 1,801 $ 4,697 Weighted Average Remaining Lease Term Operating leases - years 10.9 10.4 Weighted Average Discount Rate Operating leases 6.4 % 6.3 % Maturities of lease liabilities were as follows: (In thousands) Operating Leases Year Ending December 31, 2023 $ 92,371 2024 92,436 2025 88,941 2026 85,872 2027 82,136 Thereafter 499,326 Total Lease Payments 941,082 Less imputed interest ( 279,358 ) Total $ 661,724 As of December 31, 2022, we have additional operating leases for facilities and medical equipment that have not yet commenced of approximately $ 11.8 million. These operating leases will commence in 2023 with lease terms of 1 to 15 years. NOTE 10 – INCOME TAXES For the years ended December 31, 2022, 2021 and 2020, we have the following income (loss) before income taxes (in thousands): 85 December 31, 2022 2021 2020 US Domestic $ 59,529 $ 58,806 $ ( 986 ) Foreign ( 16,560 ) 73 132 Income (loss) before income taxes $ 42,969 $ 58,879 $ ( 854 ) For the years ended December 31, 2022, 2021 and 2020, we recognized income tax expense comprised of the following (in thousands): December 31, 2022 2021 2020 Federal current tax $ — $ — $ ( 256 ) State current tax 371 ( 2,191 ) ( 1,608 ) Foreign current tax 87 18 27 Federal deferred tax 6,470 9,831 ( 303 ) State deferred tax 5,863 6,902 3,035 Foreign deferred tax ( 3,430 ) — — Income tax expense $ 9,361 $ 14,560 $ 895 A reconciliation of the statutory U.S. federal rate and effective rates is as follows: Years Ended December 31, 2022 2021 2020 Federal tax $ 9,023 $ 12,365 $ ( 179 ) State franchise tax, net of federal benefit 595 4,198 779 Other Non deductible expenses 305 ( 93 ) 224 Officer Compensation 759 291 77 Noncontrolling interests in partnerships ( 4,821 ) ( 4,114 ) ( 2,748 ) Changes in valuation allowance 6,124 ( 249 ) ( 33 ) Return to provision 234 ( 2,530 ) ( 2,252 ) PPP Loan — — ( 850 ) Deferred true-ups and other ( 1,451 ) 5,009 4,840 Foreign rate differential ( 737 ) 4 ( 1 ) Uncertain tax provisions ( 749 ) ( 321 ) 1,036 Other differences 79 — 2 Income tax expense $ 9,361 $ 14,560 $ 895 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): 86 December 31, Deferred tax assets: 2022 2021 Net operating losses $ 68,124 $ 57,663 Accrued expenses 3,941 3,275 Operating lease liability 142,347 141,440 Equity compensation 4,387 2,993 Allowance for doubtful accounts 3,071 2,711 Other 6,541 7,532 Valuation allowance ( 12,095 ) ( 5,066 ) Total Deferred Tax Assets $ 216,316 $ 210,548 Deferred tax liabilities: Property and equipment ( 9,214 ) ( 12,134 ) Goodwill ( 38,820 ) ( 33,973 ) Intangibles ( 18,640 ) ( 9,133 ) Operating lease right-of-use asset ( 129,802 ) ( 128,868 ) Outside basis difference ( 20,015 ) — Other ( 9,081 ) ( 11,587 ) Total Deferred Tax Liabilities $ ( 225,572 ) $ ( 195,695 ) Net Deferred Tax (Liability) Asset $ ( 9,256 ) $ 14,853 As of December 31, 2022, we had federal net operating loss carryforwards of approximately $ 231.5 million, which is comprised of definite and indefinite net operating losses. We had federal net operating loss carryforwards of approximately $ 165.2 million, which expire at various intervals from the years 2026 to 2037, and had carryforwards of $ 66.3 million of net operating losses which do not expire. Federal net operating losses generated in tax years following December 31, 2017 carryover indefinitely and may be used to offset up to 80% of future taxable net income. We also had state net operating loss carryforwards of approximately $ 271.7 million, which expire at various intervals from the years 2024 through 2042. As of December 31, 2022, $ 24.9 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. We also had foreign net operating loss carryforwards of approximately $ 19.8 million, which begin to expire from years 2023 to 2027, in addition to $ 11.0 million which do not expire and are carried over indefinitely. 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, 2022, we have determined that deferred tax assets of $ 216.3 million are more likely-than-not to be realized. We have also determined deferred tax liabilities of $ 38.8 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 2018. We do not anticipate the results of any open examinations would result in a material change to our financial position. A reconciliation of the total gross amounts of unrecognized tax benefits for the years ended are as follows (in thousands): 87 December 31, 2022 2021 2020 Balance at beginning of year $ 5,088 $ 5,484 $ 4,320 Increases related to prior year tax positions 55 317 1,382 Increases related to current year tax positions — — 3 Expiration of the statute of limitations for the assessment of taxes ( 999 ) ( 713 ) ( 221 ) Increase (decrease) related to change in rate — — — Balance at end of year $ 4,144 $ 5,088 $ 5,484 At December 31, 2022, we had unrecognized tax benefits of $ 4.1 million of which $ 3.4 million will affect the effective tax rate if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the year ended December 31, 2022 the Company accrued approximately $ 2 thousand of interest and penalties. As of December 31, 2022, accrued interest and penalties amounted to approximately $ 0.4 million. We do not anticipate the uncertain tax position to change materially within the next 12 months. 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, we have 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 Inflation Reduction Act 2022 which incorporates a Corporate Alternative Minimum Tax (CAMT) was signed on August 16, 2022. The changes will affect for the tax years beginning after December 31, 2022. The new tax will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. We will be monitoring the impacts of the act to determine if this will have a impact on us for years beginning after December 31, 2022. As of year-end it is not expected to have a material impact for us. The Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act of 2022 was signed into law on August 9, 2022 to boost domestic semiconductor manufacturing and encourage US research activities. The act provided a 25% investment credit intended to promote domestic production of semiconductors. This act is not expected to have a material impact for us. The Tax Cuts and Jobs Act of 2017 subjects a U.S. shareholder to tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. An entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred. NOTE 11 – STOCK-BASED COMPENSATION Stock Incentive Plans We have one long-term equity incentive plan, the RadNet, Inc. Equity Incentive Plan, which we first amended and restated April 20, 2015, again on March 9, 2017 and currently as of April 15, 2021 (the "Restated Plan”). The Restated Plan was most recently approved by our stockholders at our annual stockholders meeting on June 10, 2021. We have reserved for issuance under the 2017 Restated Plan 16,500,000 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. 88 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. The following summarizes all of our option transactions for the twelve months ended December 31, 2022: 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, 2021 473,939 $ 9.38 Granted 229,975 28.36 Exercised ( 25,000 ) 11.75 Balance, December 31, 2022 678,914 15.72 6.07 $ 4,416,774 Exercisable at December 31, 2022 483,969 11.01 4.93 4,381,451 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2022 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, 2022. As of December 31, 2022, total unrecognized stock-based compensation expense related to non-vested employee awards was $ 1.1 million which is expected to be recognized over a weighted average period of approximately 2.32 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, 2022, total unrecognized stock based compensation expense related to non-vested DeepHealth options was approximately $ 0.6 million which is expected to be recognized over a weighted average period of approximately 0.74 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, 2021 320,660 Exercised ( 203,678 ) — Balance, December 31, 2022 116,982 — 6.80 $ 2,202,771 Exercisable at December 31, 2022 76,909 — 6.80 1,448,198 Restricted Stock Awards (“RSA’s”) The Restated Plan permits the award of restricted stock awards (“RSA’s”). As of December 31, 2022, we have issued a total of 7,892,930 RSA’s of which 536,767 were unvested at December 31, 2022 . The following summarizes all unvested RSA’s activities during the twelve months ended December 31, 2022: 89 RSA's Weighted-Average Remaining Contractual Term (Years) Weighted-Average Fair Value RSA's unvested at December 31, 2021 456,075 $ 20.06 Changes during the period Granted 649,901 $ 26.33 Vested ( 563,731 ) $ 21.62 Forfeited ( 5,478 ) $ 23.76 RSA's unvested at December 31, 2022 536,767 1.01 $ 23.84 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, 2022 we issued 41,000 shares relating to these awards, approximately amounting to $ 0.8 million of compensation expense. Performance based stock units ("PSUs") In January 2022, we granted certain employees PSUs with a target award of 25,683 shares of our common stock. The PSUs will vest in two equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 % to 200 % of the target award) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2022 through December 31, 2022. Performance based stock options ("PSOs") In January 2022, we granted certain employees PSOs to purchase a maximum of 111,925 shares of our common stock. The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 shares to 111,925 shares) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2022 through December 31, 2022. Long Term Incentive Plan shares ("LTIPs") In addition, we issue stock-based compensation to certain employees in our AI segment in the form of Stock Units and Restricted Stock Awards, subject to certain restrictions. The awards represent a form of long term incentive and are reflective of a general practice within the software industry. The units and shares vest ratably over a two to four year period, conditioned on continued employment through the vesting periods. We determine the fair value of all LTIPs based on the closing price of our common stock on the award date. The following summarizes all unvested LTIPs activities during the twelve months ended December 31, 2022: LTIPs Weighted-Average Remaining Contractual Term (Years) Weighted-Average Fair Value LTIPs unvested at December 31, 2021 — $ — Changes during the period Granted 180,612 $ 19.56 Forfeited or Canceled ( 11,141 ) $ 19.50 LTIPs unvested at December 31, 2022 169,471 2.69 $ 19.56 Plan summary 90 In summary, of the 16,500,000 shares of common stock reserved for issuance under the Restated Plan at December 31, 2022, there remain 2,017,233 shares available for future awards. 91 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None.