BUSINESS COMBINATIONS AND RELATED ACTIVITY |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS COMBINATIONS AND RELATED ACTIVITY | BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center Segment During the three months ended March 31, 2026, 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 Indiana and Florida markets. These acquisitions are reported as part of our Imaging Center segment. As of March 31, 2026, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands). The valuation of assets acquired and liabilities assumed has not yet been finalized and remains subject to change, primarily related to the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments. The fair value determination is preliminary and may be updated as additional information becomes available.
In connection with these Imaging Centers acquisitions, the aggregate consideration transferred consisted of approximately $66.5 million in cash, adjusted for approximately $0.6 million of acquired cash, net of debt assumed, and included approximately $0.4 million of holdback consideration and the settlement of a $1.0 million note payable owed to RadNet by the seller. Digital Health Segment Gleamer SAS On March 2, 2026, we completed the acquisition of all of the outstanding shares of Gleamer SAS (“Gleamer”), an artificial intelligence-based medical imaging software company focused on the design, development, and commercialization of AI-driven diagnostic solutions. The acquisition enhances our Digital Health segment by expanding our AI capabilities in medical imaging and strengthens our position in global markets, including Europe and the United States. The transaction was accounted for as the acquisition of a business and was completed pursuant to a share purchase agreement dated March 2, 2026. The total purchase consideration was approximately $264.1 million, consisting of (i) an upfront payment of approximately $255.5 million, subject to customary adjustments for cash, indebtedness, and working capital, and (ii) contingent consideration with an estimated fair value of $8.6 million as of the acquisition date, with a maximum potential payout of €15.0 million based on the achievement of specified annual recurring revenue targets. We have preliminarily allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values. This resulted in the recognition of goodwill of approximately $170.8 million, primarily reflecting expected synergies from integrating Gleamer’s AI technology platform, established customer relationships, and assembled workforce. In addition, we recorded identifiable intangible assets of approximately $111.6 million, consisting of developed technology of $29.2 million, customer relationships of $76.0 million, trade names of $3.5 million, and other intangible assets of $2.8 million. The acquisition also included approximately $30.4 million of other operating assets and $0.3 million of other net tangible assets. Liabilities assumed included deferred tax liabilities of $21.5 million and debt and other liabilities of $27.5 million. In connection with the acquisition, the Company identified and measured the fair values of acquired intangible assets, including developed technology, customer relationships, trade names, and other intangible assets. The valuations were performed using the income approach, consistent with market participant assumptions. The income approach incorporated assumptions such as projected revenues, estimated customer attrition, royalty rates, and discount rates reflecting market participant expectations. The identified intangible assets were assigned estimated useful lives as follows: developed technology — approximately 8 years; customer relationships — approximately 17 years; trade names — approximately 3 to 6 years; and other intangible assets — approximately 1 to 3 years. As of March 31, 2026, the valuation of assets acquired and liabilities assumed is preliminary and subject to change during the measurement period, primarily with respect to the valuation of identifiable intangible assets, contingent consideration, and deferred taxes. The fair value of contingent consideration will be remeasured at each reporting period until the contingency is resolved. The Company expects to finalize the purchase price allocation within the measurement period as additional information becomes available.
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