XML 55 R17.htm IDEA: XBRL DOCUMENT v3.24.0.1
CREDIT FACILITIES AND NOTES PAYABLE
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
CREDIT FACILITIES AND NOTES PAYABLE CREDIT FACILITIES AND NOTES PAYABLE
  
As of December 31, 2023 and December 31, 2022 our term loan debt and other obligations consisted of the following (in thousands):
 
December 31, 2023December 31, 2022
Barclays Term Loans collateralized by RadNet's tangible and intangible assets$678,687 $714,125 
Discount on Barclays Term Loans(9,041)(11,127)
Truist Term Loan collateralized by NJIN's tangible and intangible assets144,375 150,000 
Discount on Truist Term Loan (990)(1,254)
Equipment notes payable at 6.0%, due 2028, collateralized by medical equipment
17,011 — 
Total debt obligations830,042 851,744 
Less current portion(17,974)(12,400)
Long-term portion of debt obligations$812,068 $839,344 

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)
2024$20,324 
202522,431 
202622,676 
2027124,188 
2028650,454 
Total notes payable obligations$840,073 

We had no outstanding balance under our $195.0 million Barclays Revolving Credit Facility at December 31, 2023 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, 2023. We also had no balance under our $50.0 million Truist Revolving Credit Facility, related to our consolidated subsidiary NJIN, at December 31, 2023, and with no letters of credit reserved against the facility, the full amount was available to draw upon. At December 31, 2023 we were in compliance with all covenants under our credit facilities. On February 1, 2023, we issued a promissory note in the amount of $19.8 million to acquire radiology equipment previously leased under operating leases.

Amendments to Credit Facilities

Barclays: First Amendment to Second Amended and Restated First Lien Credit and Guaranty Agreement
On March 27, 2023, we entered into the First Amendment to Second Amended and Restated First Lien Credit and Guaranty Agreement related to our Barclays credit facility (the "Barclays Amendment"), which replaces the interest rate benchmark, from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") and includes applicable credit spread adjustments of 0.11448%, 0.26161%, and 0.42826% for interest periods of one month, three months, and six months, respectively. The replacement of LIBOR with SOFR and the credit spread adjustments were effective as of March 31, 2023, which was the last day of the last-ending existing interest period of currently outstanding loan bearing interest at LIBOR. Other than the foregoing, the material terms of the Barclays credit facility remained unchanged.
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 "Barclays Restated Credit Agreement") which provides for $725.0 million of senior secured first lien term loans (the "Barclays Term Loans") and a $195.0 million senior secured revolving credit facility (the "Barclays Revolving Credit Facility"). The proceeds of the Barclays Term Loans were used to refinance loans outstanding under our prior Barclays credit agreement and provide funding for current and future operations. Total costs of the Barclays Restated Credit Agreement amounted to approximately $14.9 million segregated as follows: $8.8 million capitalized to discount and deferred finance cost, $4.5 million expensed to debt restructuring costs, $1.5 million charged to loss on early extinguishment of debt 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 Barclays 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 "Truist Restated Credit 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 Truist term loan agreement and provide funding for current and future operations. Total costs of the Truist Restated Credit 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 Truist Restated Credit Agreement.
All obligations under the Truist Restated Credit Agreement bear interest at either a SOFR or a Base Rate (each as defined in the Truist Restated Credit Agreement), plus an applicable margin according to the following schedule:
Pricing LevelLeverage RatioApplicable Margin for SOFR LoansApplicable Margin for Base Rate LoansApplicable Margin for Letter of Credit FeesApplicable 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:
Barclays Term Loans:

Through March 31, 2023, the Barclays Term Loans bore interest at either a Eurodollar Rate or an Alternative Base Rate (in each such case, as defined in the Barclays Restated Credit Agreement) plus an applicable margin. The applicable margin for Eurodollar Rate and Alternative Base Rate was 3% and 2%, respectively, with an effective Eurodollar Rate and the Alternative Base Rate of 4.63% and 8.00%, respectively.

Under the Barclays Amendment, effective March 31, 2023, the Barclays Term Loans bear interest either at a SOFR or Alternative Base Rate (in each such case, as defined in the Restated Barclays Credit Agreement) plus an applicable margin. The applicable margin for Eurodollar Rate and Alternative Base Rate was 3% and 2%, respectively. At December 31, 2023, we have an effective SOFR of 8.38%, with an applicable credit spread adjustment of 0.26161%, and an Alternative Base Rate of 10.5%, respectively.

The Barclays Restated Credit Agreement provides for quarterly payments of principal for the Barclays Term Loans in the amount of approximately $1.8 million. The Barclays Term Loans will mature on April 23, 2028 unless otherwise accelerated under the terms of the Barclays Restated Credit Agreement.

Truist Term Loan:

The Truist Term Loan currently bears interest at a three month SOFR election of 5.33% plus an applicable margin and fees based on Pricing Level V described above.

The scheduled amortization of the Truist Term Loan began 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 Truist Restated Credit Agreement.

Revolving Credit Facilities:

Barclays Revolving Credit Facility:

The Barclays Revolving Credit Facility 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 $1.1 million at December 31, 2023.
Revolving loans borrowed under the Barclays Revolving Credit Facility bear interest at either a SOFR or an Alternate Base Rate (in each case, as defined in the Barclays Restated Credit Agreement) plus an applicable margin which adjusts depending on our net leverage ratio, according to the following schedule:

Net Leverage RatioTerm SOFR LoansAlternative Base Rate Spread
> 3.50x
3.25%
2.25%
> 3.00x but ≤ 3.50x
3.00%
2.00%
≤ 3.00x
2.75%
1.75%

As of December 31, 2023, the effective interest rate for borrowings on revolving loans under the Barclays Revolving Credit Facility was 10.3%.

For letters of credit issued under the Barclays Revolving Credit Facility, letter of credit fees accrue at the applicable margin for SOFR 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 Barclays 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 Barclays 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 $0.5 million at December 31, 2023. As of December 31, 2023, 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 V as noted in the pricing grid above. The Truist Revolving Credit Facility terminates on the earliest of (i) 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

Truist Credit Facilities:

On August 31, 2018, under an Amended and Restated Revolving Credit and Term Loan Agreement, our NJIN subsidiary 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 Truist Restated Credit Agreement.