Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'BioTelemetry, Inc. | ' |
Entity Central Index Key | '0001574774 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 25,755,353 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $21,020 | $18,298 |
Accounts receivable, net of allowance for doubtful accounts of $6,624 and $7,532, at September 30, 2013 and December 31, 2012, respectively | 11,894 | 13,792 |
Other receivables, net of allowance for doubtful accounts of $89 and $85 at September 30, 2013 and December 31, 2012, respectively | 6,312 | 6,515 |
Inventory | 3,414 | 2,894 |
Prepaid expenses and other current assets | 3,327 | 1,923 |
Total current assets | 45,967 | 43,422 |
Property and equipment, net | 17,712 | 19,851 |
Intangible assets, net | 7,886 | 9,664 |
Goodwill | 16,469 | 16,446 |
Other assets | 646 | 627 |
Total assets | 88,680 | 90,010 |
Current liabilities: | ' | ' |
Accounts payable | 8,326 | 6,349 |
Accrued liabilities | 10,199 | 9,946 |
Current portion of capital leases | 187 | ' |
Deferred revenue | 2,436 | 2,195 |
Total current liabilities | 21,148 | 18,490 |
Deferred tax liability | 878 | 866 |
Long term portion of capital leases | 511 | ' |
Deferred rent | 398 | 656 |
Total liabilities | 22,935 | 20,012 |
Shareholders' equity: | ' | ' |
Common stock, $0.001 par value; 200,000,000 shares authorized; 25,723,376 and 25,189,340 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 26 | 25 |
Paid-in capital | 259,536 | 256,448 |
Accumulated deficit | -193,817 | -186,475 |
Total stockholders' equity | 65,745 | 69,998 |
Total liabilities and stockholders' equity | $88,680 | $90,010 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $6,624 | $7,532 |
Other receivables, allowance for doubtful accounts (in dollars) | $89 | $85 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 25,723,376 | 25,189,340 |
Common stock, shares outstanding | 25,723,376 | 25,189,340 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Patient services | $24,279 | $23,321 | $73,894 | $71,501 |
Research services | 5,962 | 2,220 | 16,086 | 3,114 |
Product | 1,633 | 1,499 | 6,416 | 6,920 |
Total revenues | 31,874 | 27,040 | 96,396 | 81,535 |
Cost of revenues: | ' | ' | ' | ' |
Patient services | 8,734 | 9,098 | 26,325 | 27,882 |
Research services | 2,696 | 997 | 8,203 | 1,312 |
Product | 1,210 | 547 | 3,593 | 3,607 |
Total cost of revenues | 12,640 | 10,642 | 38,121 | 32,801 |
Gross profit | 19,234 | 16,398 | 58,275 | 48,734 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 8,959 | 7,969 | 27,564 | 24,276 |
Sales and marketing | 6,708 | 6,476 | 19,737 | 18,655 |
Bad debt expense | 1,427 | 3,195 | 5,861 | 9,066 |
Research and development | 1,898 | 1,143 | 5,400 | 3,368 |
Integration, restructuring and other charges | 3,077 | 741 | 6,820 | 1,744 |
Total expenses | 22,069 | 19,524 | 65,382 | 57,109 |
Loss from operations | -2,835 | -3,126 | -7,107 | -8,375 |
Other (loss) income, net | -97 | 5 | -211 | 91 |
Loss before income taxes | -2,932 | -3,121 | -7,318 | -8,284 |
Income tax (expense) benefit | -24 | ' | -24 | 431 |
Net loss and comprehensive loss | ($2,956) | ($3,121) | ($7,342) | ($7,853) |
Net loss per common share: | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.12) | ($0.12) | ($0.29) | ($0.32) |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic and diluted (in shares) | 25,616,417 | 24,995,449 | 25,449,554 | 24,839,752 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ' | ' |
Net loss | ($7,342) | ($7,853) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Provision for doubtful accounts | 5,861 | 9,066 |
Depreciation | 7,739 | 5,773 |
Stock-based compensation | 2,505 | 2,656 |
Amortization of intangibles | 1,737 | 568 |
Deferred income tax assets (liabilities) | ' | -505 |
Amortization of investment premium | ' | 268 |
Decrease in deferred rent | -258 | -546 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -3,760 | -3,071 |
Inventory | -520 | -296 |
Prepaid expenses and other assets | -1,446 | -16 |
Accounts payable | 1,977 | 1,252 |
Accrued and other liabilities | 551 | -3,682 |
Net cash provided by operating activities | 7,044 | 3,614 |
Investing activities | ' | ' |
Acquisition of business, net of cash acquired | ' | -28,042 |
Purchases of property and equipment | -4,863 | -4,357 |
Purchases of short-term available-for-sale investments | ' | -11,935 |
Sale or maturity of short-term available-for-sale investments | ' | 39,636 |
Net cash used in investing activities | -4,863 | -4,698 |
Financing activities | ' | ' |
Proceeds from the exercise of employee stock options and employee stock purchase plan contributions | 583 | 440 |
Principal payments on capital lease obligations | -42 | ' |
Net cash provided by financing activities | 541 | 440 |
Net increase (decrease) in cash and cash equivalents | 2,722 | -644 |
Cash and cash equivalents - beginning of period | 18,298 | 18,531 |
Cash and cash equivalents - end of period | 21,020 | 17,887 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for taxes | 105 | 130 |
Capital lease obligations | $695 | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
1. Summary of Significant Accounting Policies | ||||||||||||||
Unaudited Interim Financial Data | ||||||||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows. In the opinion of management, these consolidated financial statements reflect all adjustments which are of a normal recurring nature and necessary for a fair presentation of BioTelemetry, Inc.’s (the “Company” or “BioTelemetry”) financial position as of September 30, 2013 and December 31, 2012, the results of operations for the three and nine months ended September 30, 2013 and 2012, and cash flows for the nine months ended September 30, 2013 and 2012. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2013 and 2012 are unaudited. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any future period. | ||||||||||||||
Net Loss | ||||||||||||||
The Company computes net loss per share in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 260, Earnings Per Share. The following summarizes the potential outstanding common stock of the Company at September 30, 2013 and 2012: | ||||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Common stock options and restricted stock units outstanding | 4,163,020 | 4,007,984 | ||||||||||||
Common stock options and restricted stock units available for grant | 2,329,786 | 1,685,904 | ||||||||||||
Common stock | 25,723,376 | 25,018,341 | ||||||||||||
Total | 32,216,182 | 30,712,229 | ||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including stock options and warrants, as applicable. | ||||||||||||||
The following table presents the calculation of basic and diluted net loss per share: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||
Numerator: | ||||||||||||||
Net loss | $ | (2,956 | ) | $ | (3,121 | ) | $ | (7,342 | ) | $ | (7,853 | ) | ||
Denominator: | ||||||||||||||
Weighted average shares used in computing diluted net loss per share | 25,616,417 | 24,995,449 | 25,449,554 | 24,839,752 | ||||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.29 | ) | $ | (0.32 | ) | ||
If the outstanding vested options or restricted stock units were exercised or converted into common stock, the result would be anti-dilutive for the three and nine months ended September 30, 2013 and 2012. Accordingly, basic and diluted net loss per share are the same for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
Cash and cash equivalents are held in U.S. financial institutions or in custodial accounts with U.S. financial institutions. Cash equivalents are defined as liquid investments and money market funds with maturity from date of purchase of 90 days or less that are readily convertible into cash and have minimal interest rate risk. | ||||||||||||||
Accounts Receivable | ||||||||||||||
Accounts receivable related to the patient services segment are recorded at the time revenue is recognized, net of contractual allowances, and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of accounts receivable may not be known for several months after services have been provided and billed. The Company records allowance for doubtful accounts based on the aging of the receivable using historical customer- specific data as well as current and historical cash collections. | ||||||||||||||
Accounts receivable related to the product and research services segments are recorded at the time revenue is recognized. The Company estimates allowance for doubtful accounts on a specific account basis, and considers several factors in its analysis including customer specific information and aging of the account. | ||||||||||||||
The Company writes off receivables when the likelihood for collection is remote and when the Company believes collection efforts have been fully exhausted and it does not intend to devote additional resources in attempting to collect. The Company performs write-offs on a monthly basis. The Company wrote off $6,769 and $8,479 of receivables for the nine months ended September 30, 2013 and 2012, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. There was no impact on the net receivables reported on the balance sheets, or bad debt expense reported on the statement of operations for the nine months ended September 30, 2013 or 2012, as a result of these write-offs. The Company recorded bad debt expense of $5,861 and $9,066 for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
Inventory | ||||||||||||||
Inventory consists of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Raw materials and supplies | $ | 3,089 | $ | 2,782 | ||||||||||
Finished goods | 325 | 112 | ||||||||||||
Total inventories | $ | 3,414 | $ | 2,894 | ||||||||||
Inventories, which include purchased parts, materials, direct labor and applied manufacturing overhead, are stated at the lower of cost or net realizable value, with cost determined by use of the first-in, first-out method. | ||||||||||||||
Goodwill | ||||||||||||||
Goodwill is the excess of purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in a business combination. In accordance with ASC 350, Intangibles—Goodwill and Other, goodwill is reviewed for impairment annually, or when events arise that could indicate that impairment exists. The provisions of ASC 350 require that the Company perform a two-step impairment test. In the first step, the Company compares the fair value of its reporting units to the carrying value of the reporting units. If the carrying value of the net assets assigned to the reporting units exceeds the fair value of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting units’ goodwill. If the carrying value of the reporting units’ goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded. | ||||||||||||||
For the purpose of performing its goodwill impairment analysis, the Company considers its business to be comprised of three reporting units: patient services, products and research services. The Company calculates the fair value of the reporting units utilizing a weighting of the income and market approaches. The income approach is based on a discounted cash flow methodology that includes assumptions for, among other things, forecasted income, cash flow, growth rates, income tax rates, expected tax benefits and long-term discount rates, all of which require significant judgment. The market approach utilizes the Company’s market data as well as market data from publicly traded companies that are similar to the Company. There are inherent uncertainties related to these factors and the judgment applied in the analysis. The Company believes that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of its reporting units. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
ASC 718, Compensation — Stock Compensation, addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such awards over the period during which the employee is required to provide service in exchange for the award (the vesting period). ASC 718 requires that an entity measure the cost of liability-based service awards based on current fair value that is re-measured subsequently at each reporting date through the settlement date. The Company accounts for equity awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. | ||||||||||||||
The Company’s income before and after income taxes for the nine months ended September 30, 2013 and 2012, was reduced by $2,505 and $2,656, respectively, as a result of stock-based compensation expense incurred. The impact of stock-based compensation expense was $(0.10) and $(0.11) on basic and diluted earnings per share for the nine months ended September 30, 2013 and 2012. | ||||||||||||||
The Company estimates the fair value of its share-based awards to employees and directors using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the use of certain subjective assumptions. The most significant of these assumptions are the estimates of the expected volatility of the market price of the Company’s stock and the expected term of the award. For the nine months ended September 30, 2013 and 2012, the Company based the estimates of expected volatility on the historical average of our stock price. The expected term represents the period of time that stock-based awards granted are expected to be outstanding. Other assumptions used in the Black-Scholes option valuation model include the risk-free interest rate and expected dividend yield. The risk-free interest rate for periods pertaining to the contractual life of each option is based on the U.S. Treasury yield of a similar duration in effect at the time of grant. The Company has never paid, and does not expect to pay, dividends in the foreseeable future. | ||||||||||||||
The Company utilized the Black-Scholes valuation model for estimating the fair value of stock options granted using the following weighted average assumptions: | ||||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 60 | % | 61 | % | ||||||||||
Risk-free interest rate | 1.31 | % | 1.15 | % | ||||||||||
Expected life | 6.73 | 6.31 | ||||||||||||
Based on the Company’s historical experience of options that cancel before becoming fully vested, the Company has assumed an annualized forfeiture rate of 15% for all options. Under the true-up provision of ASC 718, the Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture rate is higher than estimated. | ||||||||||||||
Based on the above assumptions, the per share weighted average fair value of the options granted under the stock option plan for the nine months ended September 30, 2013 and 2012 was $1.59 and $1.58, respectively. | ||||||||||||||
The following table summarizes activity under all stock award plans from December 31, 2012 through September 30, 2013: | ||||||||||||||
Options Outstanding | ||||||||||||||
Shares | Weighted | |||||||||||||
Available | Number | Average | ||||||||||||
for Grant | of Shares | Exercise Price | ||||||||||||
Balance — December 31, 2012 | 1,853,786 | 3,669,103 | $ | 5.83 | ||||||||||
Additional options available for grant | 1,260,768 | — | — | |||||||||||
Granted | (884,597 | ) | 884,597 | 2.54 | ||||||||||
Canceled | 210,990 | (210,990 | ) | 6.74 | ||||||||||
Exercised | — | (61,149 | ) | 2.92 | ||||||||||
Balance — March 31, 2013 | 2,440,947 | 4,281,561 | 5.14 | |||||||||||
Granted | (90,000 | ) | 90,000 | 2.44 | ||||||||||
Canceled | 78,151 | (78,151 | ) | 6.8 | ||||||||||
Exercised | — | (163,887 | ) | 4.9 | ||||||||||
Balance — June 30, 2013 | 2,429,098 | 4,129,523 | 5.06 | |||||||||||
Granted | (144,329 | ) | 144,329 | 5.9 | ||||||||||
Canceled | 45,017 | (45,017 | ) | 3.88 | ||||||||||
Exercised | — | (65,815 | ) | 4.36 | ||||||||||
Balance — September 30, 2013 | 2,329,786 | 4,163,020 | $ | 5.11 | ||||||||||
Per the plan documents, the 2008 Non-Employee Director Stock Option (NEDS) and Employee Stock Option (ESOP) Plans have an automatic increase in the shares available for grant every January the plans are active. The increase in the shares available for grant under the NEDS plan is equal to the lesser of the number of shares issuable upon the exercise of options granted during the preceding calendar year or such number of shares as determined by the Board of Directors. The increase in the shares available for grant under the ESOP plan is equal to 4% of the total shares outstanding at December 31, 2012. | ||||||||||||||
Additional information regarding options outstanding is as follows: | ||||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Range of exercise prices (per option) | $0.70 - $31.18 | $0.70 - $31.18 | ||||||||||||
Weighted average remaining contractual life (years) | 7.74 | 8.26 | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
In 2013, 243,185 shares were purchased in accordance with the Employee Stock Purchase Plan (ESPP). Net proceeds to the Company from the issuance of shares of common stock under the ESPP for the nine months ended September 31, 2013 were $487. In January 2013, the number of shares available for grant was increased by 252,154, per the ESPP documents. At September 30, 2013, approximately 517,456 shares remain available for purchase under the ESPP. | ||||||||||||||
Integration_Restructuring_and_
Integration, Restructuring and Other Charges | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Integration, Restructuring and Other Charges | ' | |||||||
Integration, Restructuring and Other Charges | ' | |||||||
2. Integration, Restructuring and Other Charges | ||||||||
The Company accounts for expenses associated with exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations, and records the expenses in Integration, restructuring and other charges in its statement of operations, and records the related accrual in the Accrued expenses line of its balance sheet. | ||||||||
For the nine months ended September 30, 2013 and September 30, 2012, the Company incurred expenses related to restructuring, integration and other activities. A summary of these expenses is as follows: | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Legal fees | $ | 4,417 | $ | 1,035 | ||||
Severance and employee related costs | 1,427 | 341 | ||||||
Expenses related to facility closure | 564 | — | ||||||
Professional fees | 412 | 368 | ||||||
Total | $ | 6,820 | $ | 1,744 | ||||
During the nine months ended September 30, 2013, the Company incurred other charges of $4.4 million relating primarily to legal fees for non-recurring patent litigation. In addition, the Company incurred $1.4 million of severance and employee related costs due to restructuring and integration related activities, $0.6 million of asset impairment charges related to the closure of a small monitoring center located in Michigan and $0.4 million of professional fees related to corporate restructuring activities. | ||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
3. Income Taxes | |
The income tax provision for interim periods is determined using an estimated annual effective tax rate adjusted for discrete items, if any, which are taken into account in the quarterly period in which they occur. The Company reviews and updates its estimated annual effective tax rate each quarter. For the nine months ended September 30, 2013, the Company’s estimated annual effective tax rate was zero. The Company did not record an income tax provision or tax benefit for the nine months ended September 30, 2013. | |
As of September 30, 2013, in accordance with ASC 740, the Company maintained a full valuation allowance against net deferred tax assets, excluding a deferred tax liability recorded for indefinite lived intangibles of $678. The Company will continue to maintain a full valuation allowance until such time it can reasonably estimate the probability of realizing a benefit from the deferred tax assets. There has been no material change to the amount of unrecognized tax expense or benefit reported as of September 30, 2013. |
Credit_Agreement
Credit Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Credit Agreement | ' |
Credit Agreement | ' |
4. Credit Agreement | |
On August 29, 2012, the Company entered into a Credit and Security Agreement (“Credit Agreement”) with MidCap Financial, LLC to provide revolving loan borrowings with a loan commitment of up to $15,000, with an option by the Company to increase to a maximum loan commitment of $30,000. Interest on borrowings under the Credit Agreement is based on the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 4.75%. An unused line fee of 0.50% per annum is payable on any unused line balance, determined as the total loan commitment of $15,000 minus the average daily balance of the sum of the revolving loan borrowings outstanding during the preceding month. Furthermore, if the Company terminates the agreement at any point prior to the loan expiration date, the Company will incur a loan origination fee of 1.00% of the loan commitment due immediately preceding the termination. The Credit Agreement is secured by the Company’s personal property, inventory and other assets and expires in August 2016. As of September 30, 2013, the Company did not have any outstanding balance on the credit agreement. | |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Information | ' | |||||||||||
Segment Information | ' | |||||||||||
5. Segment Information | ||||||||||||
The Company operates under three segments: patient services, product, and research services. The patient services business segment’s principal focus is on the diagnosis and monitoring of cardiac arrhythmias or heart rhythm disorders, through its core Mobile Cardiac Outpatient Telemetry™ (“MCOT™”), event and Holter services in a healthcare setting. The product business segment focuses on the development, manufacturing, testing and marketing of medical devices to medical companies, clinics and hospitals. The Company’s research services focuses on providing cardiac safety monitoring services for drug and medical treatment trials in a research environment. Intercompany revenue relating to the manufacturing of devices by the product segment for the other segments are included on the intersegment revenue line. | ||||||||||||
Expenses that can be specifically identified with a segment have been included as deductions in determining pre-tax segment income. Any remaining expenses including research and development costs incurred by the product segment for the benefit of the other segments as well as the elimination of costs associated with intercompany revenue are included in Corporate and Other. Also included in Corporate and Other are net financing expenses and other income, which consist principally of interest expense and debt and other financing expenses less interest income. The Company does not allocate assets to the individual segments. | ||||||||||||
For the three months ended: | ||||||||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2013 | ||||||||||||
Revenues | 24,279 | 5,962 | 1,633 | — | 31,874 | |||||||
Intersegment revenues | — | — | 882 | (882 | ) | — | ||||||
Income (loss) before income taxes | 6,261 | 1,396 | 616 | (11,205 | ) | (2,932 | ) | |||||
Depreciation and amortization | 1,243 | 848 | 135 | 1,506 | 3,732 | |||||||
Capital expenditures | 728 | 667 | 43 | — | 1,438 | |||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2012 | ||||||||||||
Revenues | 23,321 | 2,220 | 1,499 | — | 27,040 | |||||||
Intersegment revenues | — | — | 446 | (446 | ) | — | ||||||
Income (loss) before income taxes | 3,528 | 480 | 456 | (7,585 | ) | (3,121 | ) | |||||
Depreciation and amortization | 1,294 | 191 | 107 | 618 | 2,210 | |||||||
Capital expenditures | 1,534 | 62 | 12 | — | 1,608 | |||||||
For the nine months ended: | ||||||||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2013 | ||||||||||||
Revenues | 73,894 | 16,086 | 6,416 | — | 96,396 | |||||||
Intersegment revenues | — | — | 3,626 | (3,626 | ) | — | ||||||
Income (loss) before income taxes | 18,614 | 1,580 | 3,470 | (30,982 | ) | (7,318 | ) | |||||
Depreciation and amortization | 3,826 | 2,702 | 416 | 2,532 | 9,476 | |||||||
Capital expenditures | 2,689 | 2,051 | 123 | — | 4,863 | |||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2012 | ||||||||||||
Revenues | 71,501 | 3,114 | 6,920 | — | 81,535 | |||||||
Intersegment revenues | — | — | 1,259 | (1,259 | ) | — | ||||||
Income (loss) before income taxes | 11,198 | 825 | 2,681 | (22,988 | ) | (8,284 | ) | |||||
Depreciation and amortization | 3,839 | 236 | 322 | 1,944 | 6,341 | |||||||
Capital expenditures | 4,096 | 219 | 42 | — | 4,357 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Net Loss | ' | |||||||||||||
Net Loss | ||||||||||||||
The Company computes net loss per share in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 260, Earnings Per Share. The following summarizes the potential outstanding common stock of the Company at September 30, 2013 and 2012: | ||||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Common stock options and restricted stock units outstanding | 4,163,020 | 4,007,984 | ||||||||||||
Common stock options and restricted stock units available for grant | 2,329,786 | 1,685,904 | ||||||||||||
Common stock | 25,723,376 | 25,018,341 | ||||||||||||
Total | 32,216,182 | 30,712,229 | ||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including stock options and warrants, as applicable. | ||||||||||||||
The following table presents the calculation of basic and diluted net loss per share: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||
Numerator: | ||||||||||||||
Net loss | $ | (2,956 | ) | $ | (3,121 | ) | $ | (7,342 | ) | $ | (7,853 | ) | ||
Denominator: | ||||||||||||||
Weighted average shares used in computing diluted net loss per share | 25,616,417 | 24,995,449 | 25,449,554 | 24,839,752 | ||||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.29 | ) | $ | (0.32 | ) | ||
If the outstanding vested options or restricted stock units were exercised or converted into common stock, the result would be anti-dilutive for the three and nine months ended September 30, 2013 and 2012. Accordingly, basic and diluted net loss per share are the same for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||
Cash and Cash Equivalents | ||||||||||||||
Cash and cash equivalents are held in U.S. financial institutions or in custodial accounts with U.S. financial institutions. Cash equivalents are defined as liquid investments and money market funds with maturity from date of purchase of 90 days or less that are readily convertible into cash and have minimal interest rate risk. | ||||||||||||||
Accounts Receivable | ' | |||||||||||||
Accounts Receivable | ||||||||||||||
Accounts receivable related to the patient services segment are recorded at the time revenue is recognized, net of contractual allowances, and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of accounts receivable may not be known for several months after services have been provided and billed. The Company records allowance for doubtful accounts based on the aging of the receivable using historical customer- specific data as well as current and historical cash collections. | ||||||||||||||
Accounts receivable related to the product and research services segments are recorded at the time revenue is recognized. The Company estimates allowance for doubtful accounts on a specific account basis, and considers several factors in its analysis including customer specific information and aging of the account. | ||||||||||||||
The Company writes off receivables when the likelihood for collection is remote and when the Company believes collection efforts have been fully exhausted and it does not intend to devote additional resources in attempting to collect. The Company performs write-offs on a monthly basis. The Company wrote off $6,769 and $8,479 of receivables for the nine months ended September 30, 2013 and 2012, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. There was no impact on the net receivables reported on the balance sheets, or bad debt expense reported on the statement of operations for the nine months ended September 30, 2013 or 2012, as a result of these write-offs. The Company recorded bad debt expense of $5,861 and $9,066 for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
Inventory | ' | |||||||||||||
Inventory | ||||||||||||||
Inventory consists of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Raw materials and supplies | $ | 3,089 | $ | 2,782 | ||||||||||
Finished goods | 325 | 112 | ||||||||||||
Total inventories | $ | 3,414 | $ | 2,894 | ||||||||||
Inventories, which include purchased parts, materials, direct labor and applied manufacturing overhead, are stated at the lower of cost or net realizable value, with cost determined by use of the first-in, first-out method. | ||||||||||||||
Goodwill | ' | |||||||||||||
Goodwill | ||||||||||||||
Goodwill is the excess of purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in a business combination. In accordance with ASC 350, Intangibles—Goodwill and Other, goodwill is reviewed for impairment annually, or when events arise that could indicate that impairment exists. The provisions of ASC 350 require that the Company perform a two-step impairment test. In the first step, the Company compares the fair value of its reporting units to the carrying value of the reporting units. If the carrying value of the net assets assigned to the reporting units exceeds the fair value of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting units’ goodwill. If the carrying value of the reporting units’ goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded. | ||||||||||||||
For the purpose of performing its goodwill impairment analysis, the Company considers its business to be comprised of three reporting units: patient services, products and research services. The Company calculates the fair value of the reporting units utilizing a weighting of the income and market approaches. The income approach is based on a discounted cash flow methodology that includes assumptions for, among other things, forecasted income, cash flow, growth rates, income tax rates, expected tax benefits and long-term discount rates, all of which require significant judgment. The market approach utilizes the Company’s market data as well as market data from publicly traded companies that are similar to the Company. There are inherent uncertainties related to these factors and the judgment applied in the analysis. The Company believes that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of its reporting units. | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
ASC 718, Compensation — Stock Compensation, addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such awards over the period during which the employee is required to provide service in exchange for the award (the vesting period). ASC 718 requires that an entity measure the cost of liability-based service awards based on current fair value that is re-measured subsequently at each reporting date through the settlement date. The Company accounts for equity awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. | ||||||||||||||
The Company’s income before and after income taxes for the nine months ended September 30, 2013 and 2012, was reduced by $2,505 and $2,656, respectively, as a result of stock-based compensation expense incurred. The impact of stock-based compensation expense was $(0.10) and $(0.11) on basic and diluted earnings per share for the nine months ended September 30, 2013 and 2012. | ||||||||||||||
The Company estimates the fair value of its share-based awards to employees and directors using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the use of certain subjective assumptions. The most significant of these assumptions are the estimates of the expected volatility of the market price of the Company’s stock and the expected term of the award. For the nine months ended September 30, 2013 and 2012, the Company based the estimates of expected volatility on the historical average of our stock price. The expected term represents the period of time that stock-based awards granted are expected to be outstanding. Other assumptions used in the Black-Scholes option valuation model include the risk-free interest rate and expected dividend yield. The risk-free interest rate for periods pertaining to the contractual life of each option is based on the U.S. Treasury yield of a similar duration in effect at the time of grant. The Company has never paid, and does not expect to pay, dividends in the foreseeable future. | ||||||||||||||
The Company utilized the Black-Scholes valuation model for estimating the fair value of stock options granted using the following weighted average assumptions: | ||||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 60 | % | 61 | % | ||||||||||
Risk-free interest rate | 1.31 | % | 1.15 | % | ||||||||||
Expected life | 6.73 | 6.31 | ||||||||||||
Based on the Company’s historical experience of options that cancel before becoming fully vested, the Company has assumed an annualized forfeiture rate of 15% for all options. Under the true-up provision of ASC 718, the Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture rate is higher than estimated. | ||||||||||||||
Based on the above assumptions, the per share weighted average fair value of the options granted under the stock option plan for the nine months ended September 30, 2013 and 2012 was $1.59 and $1.58, respectively. | ||||||||||||||
The following table summarizes activity under all stock award plans from December 31, 2012 through September 30, 2013: | ||||||||||||||
Options Outstanding | ||||||||||||||
Shares | Weighted | |||||||||||||
Available | Number | Average | ||||||||||||
for Grant | of Shares | Exercise Price | ||||||||||||
Balance — December 31, 2012 | 1,853,786 | 3,669,103 | $ | 5.83 | ||||||||||
Additional options available for grant | 1,260,768 | — | — | |||||||||||
Granted | (884,597 | ) | 884,597 | 2.54 | ||||||||||
Canceled | 210,990 | (210,990 | ) | 6.74 | ||||||||||
Exercised | — | (61,149 | ) | 2.92 | ||||||||||
Balance — March 31, 2013 | 2,440,947 | 4,281,561 | 5.14 | |||||||||||
Granted | (90,000 | ) | 90,000 | 2.44 | ||||||||||
Canceled | 78,151 | (78,151 | ) | 6.8 | ||||||||||
Exercised | — | (163,887 | ) | 4.9 | ||||||||||
Balance — June 30, 2013 | 2,429,098 | 4,129,523 | 5.06 | |||||||||||
Granted | (144,329 | ) | 144,329 | 5.9 | ||||||||||
Canceled | 45,017 | (45,017 | ) | 3.88 | ||||||||||
Exercised | — | (65,815 | ) | 4.36 | ||||||||||
Balance — September 30, 2013 | 2,329,786 | 4,163,020 | $ | 5.11 | ||||||||||
Per the plan documents, the 2008 Non-Employee Director Stock Option (NEDS) and Employee Stock Option (ESOP) Plans have an automatic increase in the shares available for grant every January the plans are active. The increase in the shares available for grant under the NEDS plan is equal to the lesser of the number of shares issuable upon the exercise of options granted during the preceding calendar year or such number of shares as determined by the Board of Directors. The increase in the shares available for grant under the ESOP plan is equal to 4% of the total shares outstanding at December 31, 2012. | ||||||||||||||
Additional information regarding options outstanding is as follows: | ||||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Range of exercise prices (per option) | $0.70 - $31.18 | $0.70 - $31.18 | ||||||||||||
Weighted average remaining contractual life (years) | 7.74 | 8.26 | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
In 2013, 243,185 shares were purchased in accordance with the Employee Stock Purchase Plan (ESPP). Net proceeds to the Company from the issuance of shares of common stock under the ESPP for the nine months ended September 31, 2013 were $487. In January 2013, the number of shares available for grant was increased by 252,154, per the ESPP documents. At September 30, 2013, approximately 517,456 shares remain available for purchase under the ESPP. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of potential outstanding common stock | ' | |||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Common stock options and restricted stock units outstanding | 4,163,020 | 4,007,984 | ||||||||||||
Common stock options and restricted stock units available for grant | 2,329,786 | 1,685,904 | ||||||||||||
Common stock | 25,723,376 | 25,018,341 | ||||||||||||
Total | 32,216,182 | 30,712,229 | ||||||||||||
Schedule of calculation of basic and diluted net loss per share | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||
Numerator: | ||||||||||||||
Net loss | $ | (2,956 | ) | $ | (3,121 | ) | $ | (7,342 | ) | $ | (7,853 | ) | ||
Denominator: | ||||||||||||||
Weighted average shares used in computing diluted net loss per share | 25,616,417 | 24,995,449 | 25,449,554 | 24,839,752 | ||||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.29 | ) | $ | (0.32 | ) | ||
Schedule of inventory | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Raw materials and supplies | $ | 3,089 | $ | 2,782 | ||||||||||
Finished goods | 325 | 112 | ||||||||||||
Total inventories | $ | 3,414 | $ | 2,894 | ||||||||||
Schedule of the weighted average assumptions used in estimating the fair value of stock options granted | ' | |||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 60 | % | 61 | % | ||||||||||
Risk-free interest rate | 1.31 | % | 1.15 | % | ||||||||||
Expected life | 6.73 | 6.31 | ||||||||||||
Schedule of option activity under all stock award plans | ' | |||||||||||||
Options Outstanding | ||||||||||||||
Shares | Weighted | |||||||||||||
Available | Number | Average | ||||||||||||
for Grant | of Shares | Exercise Price | ||||||||||||
Balance — December 31, 2012 | 1,853,786 | 3,669,103 | $ | 5.83 | ||||||||||
Additional options available for grant | 1,260,768 | — | — | |||||||||||
Granted | (884,597 | ) | 884,597 | 2.54 | ||||||||||
Canceled | 210,990 | (210,990 | ) | 6.74 | ||||||||||
Exercised | — | (61,149 | ) | 2.92 | ||||||||||
Balance — March 31, 2013 | 2,440,947 | 4,281,561 | 5.14 | |||||||||||
Granted | (90,000 | ) | 90,000 | 2.44 | ||||||||||
Canceled | 78,151 | (78,151 | ) | 6.8 | ||||||||||
Exercised | — | (163,887 | ) | 4.9 | ||||||||||
Balance — June 30, 2013 | 2,429,098 | 4,129,523 | 5.06 | |||||||||||
Granted | (144,329 | ) | 144,329 | 5.9 | ||||||||||
Canceled | 45,017 | (45,017 | ) | 3.88 | ||||||||||
Exercised | — | (65,815 | ) | 4.36 | ||||||||||
Balance — September 30, 2013 | 2,329,786 | 4,163,020 | $ | 5.11 | ||||||||||
Schedule of additional information regarding options outstanding | ' | |||||||||||||
September | September | |||||||||||||
30, 2013 | 30, 2012 | |||||||||||||
Range of exercise prices (per option) | $0.70 - $31.18 | $0.70 - $31.18 | ||||||||||||
Weighted average remaining contractual life (years) | 7.74 | 8.26 |
Integration_Restructuring_and_1
Integration, Restructuring and Other Charges (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Integration, Restructuring and Other Charges | ' | |||||||
Summary of expenses related to restructuring, integration and other activities | ' | |||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Legal fees | $ | 4,417 | $ | 1,035 | ||||
Severance and employee related costs | 1,427 | 341 | ||||||
Expenses related to facility closure | 564 | — | ||||||
Professional fees | 412 | 368 | ||||||
Total | $ | 6,820 | $ | 1,744 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Information | ' | |||||||||||
Summary of financial information concerning the entity's reportable segments | ' | |||||||||||
For the three months ended: | ||||||||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2013 | ||||||||||||
Revenues | 24,279 | 5,962 | 1,633 | — | 31,874 | |||||||
Intersegment revenues | — | — | 882 | (882 | ) | — | ||||||
Income (loss) before income taxes | 6,261 | 1,396 | 616 | (11,205 | ) | (2,932 | ) | |||||
Depreciation and amortization | 1,243 | 848 | 135 | 1,506 | 3,732 | |||||||
Capital expenditures | 728 | 667 | 43 | — | 1,438 | |||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2012 | ||||||||||||
Revenues | 23,321 | 2,220 | 1,499 | — | 27,040 | |||||||
Intersegment revenues | — | — | 446 | (446 | ) | — | ||||||
Income (loss) before income taxes | 3,528 | 480 | 456 | (7,585 | ) | (3,121 | ) | |||||
Depreciation and amortization | 1,294 | 191 | 107 | 618 | 2,210 | |||||||
Capital expenditures | 1,534 | 62 | 12 | — | 1,608 | |||||||
For the nine months ended: | ||||||||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2013 | ||||||||||||
Revenues | 73,894 | 16,086 | 6,416 | — | 96,396 | |||||||
Intersegment revenues | — | — | 3,626 | (3,626 | ) | — | ||||||
Income (loss) before income taxes | 18,614 | 1,580 | 3,470 | (30,982 | ) | (7,318 | ) | |||||
Depreciation and amortization | 3,826 | 2,702 | 416 | 2,532 | 9,476 | |||||||
Capital expenditures | 2,689 | 2,051 | 123 | — | 4,863 | |||||||
Patient | Research | Product | Corporate | Consolidated | ||||||||
Services | Services | and Other | ||||||||||
September 30, 2012 | ||||||||||||
Revenues | 71,501 | 3,114 | 6,920 | — | 81,535 | |||||||
Intersegment revenues | — | — | 1,259 | (1,259 | ) | — | ||||||
Income (loss) before income taxes | 11,198 | 825 | 2,681 | (22,988 | ) | (8,284 | ) | |||||
Depreciation and amortization | 3,839 | 236 | 322 | 1,944 | 6,341 | |||||||
Capital expenditures | 4,096 | 219 | 42 | — | 4,357 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Net Loss | ' | ' | ' | ' | ' |
Common stock options and restricted stock units outstanding (in shares) | 4,163,020 | 4,007,984 | 4,163,020 | 4,007,984 | ' |
Common stock options and restricted stock units available for grant (in shares) | 2,329,786 | 1,685,904 | 2,329,786 | 1,685,904 | ' |
Common stock (in shares) | 25,723,376 | 25,018,341 | 25,723,376 | 25,018,341 | 25,189,340 |
Total (in shares) | 32,216,182 | 30,712,229 | 32,216,182 | 30,712,229 | ' |
Net Loss | ' | ' | ' | ' | ' |
Numerator: Net loss (in dollars) | ($2,956) | ($3,121) | ($7,342) | ($7,853) | ' |
Denominator: Weighted average shares used in computing diluted net loss per share | 25,616,417 | 24,995,449 | 25,449,554 | 24,839,752 | ' |
Basic and diluted net loss per share (in dollars per share) | ($0.12) | ($0.12) | ($0.29) | ($0.32) | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
item | |||||
Accounts Receivable | ' | ' | ' | ' | ' |
Write-off of receivables | ' | ' | $6,769 | $8,479 | ' |
Bad debt expense | 1,427 | 3,195 | 5,861 | 9,066 | ' |
Inventory | ' | ' | ' | ' | ' |
Raw materials and supplies | 3,089 | ' | 3,089 | ' | 2,782 |
Finished goods | 325 | ' | 325 | ' | 112 |
Total inventories | $3,414 | ' | $3,414 | ' | $2,894 |
Goodwill | ' | ' | ' | ' | ' |
Number of reporting units | ' | ' | 3 | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock options | Stock options | Stock options | Stock options | Stock options | ||||
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation (in dollars) | $2,505 | $2,656 | ' | ' | ' | ' | ' | ' |
Impact of stock-based compensation expense on basic and diluted earnings per share (in dollars per share) | ($0.10) | ($0.11) | ' | ' | ' | ' | ' | ' |
Increase in shares available for grant under the ESOP plan as a percentage of total shares outstanding | ' | ' | 4.00% | ' | ' | ' | ' | ' |
Assumptions used for estimating the fair value of stock options granted | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | 60.00% | 61.00% | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | 1.31% | 1.15% | ' | ' | ' | ' | ' | ' |
Expected life | '6 years 8 months 23 days | '6 years 3 months 22 days | ' | ' | ' | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' |
Annualized forfeiture rate (as a percent) | ' | ' | ' | 15.00% | ' | ' | 15.00% | ' |
Weighted average fair value of the options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | $1.59 | $1.58 |
Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | ' | ' | ' | 2,429,098 | 2,440,947 | 1,853,786 | 1,853,786 | ' |
Additional options available for grant (in shares) | ' | ' | ' | ' | ' | 1,260,768 | ' | ' |
Granted (in shares) | ' | ' | ' | -144,329 | -90,000 | -884,597 | ' | ' |
Canceled (in shares) | ' | ' | ' | 45,017 | 78,151 | 210,990 | ' | ' |
Balance at the end of the period (in shares) | 2,329,786 | 1,685,904 | ' | 2,329,786 | 2,429,098 | 2,440,947 | 2,329,786 | ' |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in shares) | ' | ' | ' | 4,129,523 | 4,281,561 | 3,669,103 | 3,669,103 | ' |
Granted (in shares) | ' | ' | ' | 144,329 | 90,000 | 884,597 | ' | ' |
Canceled (in shares) | ' | ' | ' | -45,017 | -78,151 | -210,990 | ' | ' |
Exercised (in shares) | ' | ' | ' | -65,815 | -163,887 | -61,149 | ' | ' |
Balance at the end of the period (in shares) | ' | ' | ' | 4,163,020 | 4,129,523 | 4,281,561 | 4,163,020 | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | ' | ' | ' | $5.06 | $5.14 | $5.83 | $5.83 | ' |
Granted (in dollars per share) | ' | ' | ' | $5.90 | $2.44 | $2.54 | ' | ' |
Canceled (in dollars per share) | ' | ' | ' | $3.88 | $6.80 | $6.74 | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | $4.36 | $4.90 | $2.92 | ' | ' |
Balance at the end of the period (in dollars per share) | ' | ' | ' | $5.11 | $5.06 | $5.14 | $5.11 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Stock option plan, USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stock option plan | ' | ' |
Additional information regarding options outstanding | ' | ' |
Range of exercise prices, low end of range (in dollars per share) | $0.70 | $0.70 |
Range of exercise prices, high end of range (in dollars per share) | $31.18 | $31.18 |
Weighted average remaining contractual life | '7 years 8 months 26 days | '8 years 3 months 4 days |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (Employee Stock Purchase Plan, USD $) | 1 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2013 | Sep. 30, 2013 |
Employee Stock Purchase Plan | ' | ' |
Employee Stock Purchase Plan | ' | ' |
Common stock purchased (in shares) | ' | 243,185 |
Net proceeds from the issuance of shares of common stock (in dollars) | ' | $487 |
Increase in number of shares available for grant | 252,154 | ' |
Number of remaining shares available for purchase | ' | 517,456 |
Integration_Restructuring_and_2
Integration, Restructuring and Other Charges (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Integration, Restructuring and Other Charges | ' | ' | ' | ' |
Legal fees | ' | ' | $4,417 | $1,035 |
Severance and employee related costs | ' | ' | 1,427 | 341 |
Expenses related to facility closure | ' | ' | 564 | ' |
Professional fees | ' | ' | 412 | 368 |
Total | $3,077 | $741 | $6,820 | $1,744 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Income Taxes | ' |
Estimated annual effective tax rate (as a percent) | 0.00% |
Valuation allowance against net deferred tax assets, excluding a deferred tax liability recorded for indefinite lived intangibles | $678 |
Credit_Agreement_Details
Credit Agreement (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Aug. 29, 2012 |
Credit Agreement | ' | ' |
Loan commitment | ' | $15,000 |
Potential maximum loan commitment | ' | $30,000 |
Variable interest rate basis | 'LIBOR | ' |
Spread on variable interest rate (as a percent) | 4.75% | ' |
Unused line fee (as a percent) | 0.50% | ' |
Loan termination fee as a percentage of loan commitment | 1.00% | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
item | ||||
Segment Information | ' | ' | ' | ' |
Number of operating segments | ' | ' | 3 | ' |
Segment information | ' | ' | ' | ' |
Revenues | $31,874 | $27,040 | $96,396 | $81,535 |
Income (loss) before income taxes | -2,932 | -3,121 | -7,318 | -8,284 |
Depreciation and amortization | 3,732 | 2,210 | 9,476 | 6,341 |
Capital expenditures | 1,438 | 1,608 | 4,863 | 4,357 |
Patient Services | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenues | 24,279 | 23,321 | 73,894 | 71,501 |
Income (loss) before income taxes | 6,261 | 3,528 | 18,614 | 11,198 |
Depreciation and amortization | 1,243 | 1,294 | 3,826 | 3,839 |
Capital expenditures | 728 | 1,534 | 2,689 | 4,096 |
Research Services | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenues | 5,962 | 2,220 | 16,086 | 3,114 |
Income (loss) before income taxes | 1,396 | 480 | 1,580 | 825 |
Depreciation and amortization | 848 | 191 | 2,702 | 236 |
Capital expenditures | 667 | 62 | 2,051 | 219 |
Product | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenues | 1,633 | 1,499 | 6,416 | 6,920 |
Intersegment revenues | 882 | 446 | 3,626 | 1,259 |
Income (loss) before income taxes | 616 | 456 | 3,470 | 2,681 |
Depreciation and amortization | 135 | 107 | 416 | 322 |
Capital expenditures | 43 | 12 | 123 | 42 |
Corporate and Other | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Intersegment revenues | -882 | -446 | -3,626 | -1,259 |
Income (loss) before income taxes | -11,205 | -7,585 | -30,982 | -22,988 |
Depreciation and amortization | $1,506 | $618 | $2,532 | $1,944 |