NOTE 9 - CONTROLLING AND NONCONTROLLING INTERESTS

9 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

NOTE 9 - CONTROLLING AND NONCONTROLLING INTERESTS

NOTE 9 – CONTROLLING AND NONCONTROLLING INTERESTS

On February 13, 2013 the Company entered into an agreement with outside investors to acquire a 50.5% controlling interest in a newly formed limited liability company, Health Diagnostics Management LLC (HDM). According to the February 13, 2013 LLC operating agreement of HDM there are two classes of members; Class A members and one Class B member. The Class A members have an ownership interest of 49.5% of HDM. The Class B member (HMCA) has an ownership of 50.5% of HDM. On all matters on which members may vote every member is entitled to cast the percentage of votes equal to their percentage of ownership interest. Profits and losses an all items of income, gain or loss, deductions or other allocations of the Company will be allocated among the members in the same proportions as their membership interests in the Company bear to all the Class A and Class B membership interests of the Company in the aggregate outstanding. All of the depreciation and amortization of the assets of the Company will be allocated solely to the Class A members, unless and until their interests have been redeemed by the Company in full pursuant to the provisions of the operating agreement. During March 2013 the Company contributed $20,200 to HDM and the group of outside investors contributed $19,800 for its non-controlling membership interest.

To fund its capital contribution the Company borrowed a total of $14,000 from a bank in the form of a term loan aggregating $11,000 and a revolving credit loan aggregating $3,000. The term loan is payable in 60 consecutive monthly installments, commencing September 1, 2013. The term loan bears interest at 4.75% per annum and is payable monthly. The revolving credit loan is due March 5, 2016. The Company can prepay the loan in whole or in part in multiples of $100 at any time without penalty. The revolving credit note bears interest at a rate of 4% per annum and is payable monthly. All borrowings under the loan agreements are collateralized by substantially all of the Company’s assets. The loan agreements also contain certain financial covenants that must be met on a periodic basis.

On March 5, 2013 HDM purchased from Health Diagnostics, LLC (“HD”) and certain of its subsidiaries, a business managing twelve (12) Stand-Up® MRI Centers and two (2) other scanning centers located in the States of New York and Florida for a total purchase price (including consideration of $1,500 to outside investors) aggregating $35,900. Concurrently with the acquisition, HDM entered into several consulting and non-competition agreements for a consideration of $4,100. The acquisition was accounted for using the purchase method in accordance with ASC 805, “Business Combinations”. The accompanying consolidated financial statements include the operations of HDM from the date of acquisition. The Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

The following table summarizes the estimated fair values of the assets and liabilities assumed at the acquisition date:

Management fee receivable	$	6,667
Medical receivables		7,390
Prepaid expenses and other current assets		10
Property and equipment		14,913
Intangible assets		9,200
Goodwill		1,767
Other assets		333
Other current liabilities		(6	)
Long term debt		(274	)
Net assets acquired	$	40,000

The purchase price was allocated to the tangible and intangible assets and liabilities assumed based on estimates of their respective fair values at the date of acquisition with the remaining unallocated purchase price recorded as goodwill. Management is responsible for the valuation of net assets acquired and considered a number of factors, including valuations and appraisals, when estimating the fair values and estimated useful lives of acquired assets and liabilities. The intangible assets, excluding goodwill, are being amortized on a straight-line basis over their weighted average lives as follows:

	Fair Value
Non compete	$	4,100	7 years
Customer relationships		3,800	20 years
Developed software		1,300	5 years
Total intangible assets	$	9,200

The HDM acquisition operating results have been included within the Company’s condensed consolidated financial statements since the date of acquisition. The following unaudited pro forma information assumes that the acquisition had been completed as of July 1, 2012:

	FOR THE THREE MONTHS ENDED MARCH 31, 2013		FOR THE NINE MONTHS ENDED MARCH 31, 2013
Total Revenues - Net	$	15,115	$	51,049
Net Income - Controlling Interests		1,446		5,356
Net Income Available to Common Stockholders		1,351		5,003
Net Income Available to Class A Non-Voting Preferred Stockholders		71		263
Net Income Available to Class C Common Stockholders		24		90
Basic Net Income Per Common Share Available to Common Stockholders	$	0.23	$	0.84
Diluted Net Income Per Common Share Available to Common Stockholders	$	0.22	$	0.83
Basic and Diluted Income Per Share - Common C	$	0.06	$	0.23
Weighted Average Basic Shares Outstanding		5,937		5,922
Weighted Average Diluted Shares Outstanding		6,065		6,049
Weighted Average Basic and Diluted Shares Outstanding - Class C Common		383		383