Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | BioTelemetry, Inc. | |
Entity Central Index Key | 1,574,774 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,118,623 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,803 | $ 20,007 |
Accounts receivable, net of allowance for doubtful accounts of $11,658 and $10,347, at June 30, 2015 and December 31, 2014, respectively | 14,683 | 15,184 |
Other accounts receivable, net of allowance for doubtful accounts of $414 and $315 at June 30, 2015 and December 31, 2014, respectively | 9,354 | 9,362 |
Inventory | 3,206 | 2,566 |
Prepaid expenses and other current assets | 1,405 | 2,352 |
Total current assets | 43,451 | 49,471 |
Property and equipment, net | 23,794 | 21,703 |
Intangible assets, net | 21,339 | 22,720 |
Goodwill | 29,831 | 29,596 |
Other assets | 1,567 | 1,288 |
Total assets | 119,982 | 124,778 |
Current liabilities: | ||
Accounts payable | 11,963 | 13,195 |
Accrued liabilities | 10,854 | 18,460 |
Current portion of capital leases | 374 | 480 |
Current portion of long-term debt | 1,250 | 938 |
Deferred revenue | 3,064 | 2,248 |
Total current liabilities | 27,505 | 35,321 |
Deferred tax liability | 1,381 | 1,258 |
Long-term portion of capital leases | 218 | 388 |
Long-term debt | 22,544 | 23,070 |
Deferred rent | 1,083 | 1,065 |
Total liabilities | 52,731 | 61,102 |
Stockholders' equity: | ||
Common stock-$.001 par value as of June 30, 2015 and December 31, 2014; 200,000,000 shares authorized as of June 30, 2015 and December 31, 2014; 27,074,983 and 26,693,248 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 27 | 27 |
Paid-in capital | 268,718 | 267,236 |
Accumulated other comprehensive loss | (9) | |
Accumulated deficit | (201,485) | (203,587) |
Total stockholders' equity | 67,251 | 63,676 |
Total liabilities and stockholders' equity | $ 119,982 | $ 124,778 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 11,658 | $ 10,347 |
Other receivable, allowance for doubtful accounts (in dollars) | $ 414 | $ 315 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,074,983 | 26,693,248 |
Common stock, shares outstanding | 27,074,983 | 26,693,248 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Patient services | $ 36,255 | $ 34,160 | $ 71,236 | $ 63,454 |
Research services | 5,441 | 5,245 | 10,869 | 10,085 |
Product | 3,116 | 3,245 | 6,142 | 6,273 |
Total revenues | 44,812 | 42,650 | 88,247 | 79,812 |
Cost of revenues: | ||||
Patient services | 12,808 | 14,842 | 25,985 | 25,968 |
Research services | 3,233 | 2,725 | 6,186 | 5,481 |
Product | 2,038 | 1,470 | 4,120 | 3,106 |
Total cost of revenues | 18,079 | 19,037 | 36,291 | 34,555 |
Gross profit | 26,733 | 23,613 | 51,956 | 45,257 |
Operating expenses: | ||||
General and administrative | 12,206 | 11,139 | 23,603 | 21,911 |
Sales and marketing | 6,926 | 7,172 | 14,109 | 14,612 |
Bad debt expense | 2,175 | 2,745 | 4,524 | 5,104 |
Research and development | 1,631 | 1,958 | 3,596 | 3,747 |
Integration, restructuring and other charges | 1,210 | 1,000 | 3,070 | 3,980 |
Total operating expenses | 24,148 | 24,014 | 48,902 | 49,354 |
Income (loss) from operations | 2,585 | (401) | 3,054 | (4,097) |
Interest and other loss, net | (439) | (3,587) | (829) | (6,858) |
Income (loss) before income taxes | 2,146 | (3,988) | 2,225 | (10,955) |
Benefit (loss) from income taxes | 25 | (123) | 2,845 | |
Net income (loss) | $ 2,171 | $ (3,988) | $ 2,102 | $ (8,110) |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.08 | $ (0.15) | $ 0.08 | $ (0.31) |
Diluted (in dollars per share) | $ 0.08 | $ (0.15) | $ 0.07 | $ (0.31) |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 27,071,839 | 26,434,047 | 27,003,273 | 26,272,436 |
Diluted (in shares) | 28,918,106 | 26,434,047 | 28,873,089 | 26,272,436 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | $ 2 | $ (9) | ||
Comprehensive income (loss) | $ 2,173 | $ (3,988) | $ 2,093 | $ (8,110) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net income (loss) | $ 2,102 | $ (8,110) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Provision for doubtful accounts | 4,524 | 5,104 |
Depreciation | 4,074 | 4,436 |
Increase in deferred rent | 18 | 411 |
Deferred income tax expense (benefit) | 123 | (2,869) |
Stock-based compensation | 2,182 | 1,968 |
Amortization of intangibles | 1,885 | 1,559 |
Accretion of discount on debt | 99 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,015) | (7,585) |
Inventory | (640) | (104) |
Prepaid expenses and other assets | 668 | 688 |
Accounts payable | (1,232) | 1,262 |
Accrued and other liabilities | (399) | 709 |
Liability associated with the Civil Investigative Demand | (6,400) | 6,400 |
Net cash provided by operating activities | 2,989 | 3,869 |
Investing activities | ||
Acquisition of business, net of cash acquired | (14,100) | |
Purchases of property and equipment and investment in internally developed software | (6,669) | (7,610) |
Net cash used in investing activities | (6,669) | (21,710) |
Financing activities | ||
(Payments) proceeds related to stock-based compensation | (935) | 458 |
Issuance of long-term debt | 17,830 | |
Repayment of long-term debt | (313) | (8,798) |
Principal payments on capital lease obligations | (276) | (254) |
Net cash (used in) provided by financing activities | (1,524) | 9,236 |
Net decrease in cash and cash equivalents | (5,204) | (8,605) |
Cash and cash equivalents - beginning of period | 20,007 | 22,151 |
Cash and cash equivalents - end of period | 14,803 | 13,546 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 359 | 370 |
Cash paid for taxes | $ 161 | $ 134 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies 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 (“BioTelemetry,” “Company,” “we,” “our” or “us” ) financial position as of June 30, 2015 and December 31, 2014, the results of operations for the three and six months ended June 30, 2015 and 2014, and cash flows for the six months ended June 30, 2015 and 2014. The financial data and other information disclosed in these notes to the financial statements related to the three and six months ended June 30, 2015 and 2014 are unaudited. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period. Net Income (Loss) We compute net income (loss) per share in accordance with ASC 260, Earnings Per Share . The following summarizes the potential outstanding common stock as of the end of each period: June 30, 2015 June 30, 2014 Employee stock purchase plan estimated share options outstanding Common stock options and restricted stock units (“RSUs”) outstanding Common stock available for grant Common stock Total Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of fully vested common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential dilutive common shares, including stock options and RSUs. The following table presents the calculation of basic net income (loss) per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing basic net income (loss) per share Basic net income (loss) per share $ $ ) $ $ ) The following table presents the calculation of diluted net income (loss) per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing diluted net income (loss) per share Diluted net income (loss) per share $ $ ) $ $ ) In the prior year, if the outstanding vested options or RSUs were exercised or converted into common stock, the result would be anti-dilutive for the three and six months ended June 30, 2014. Accordingly, basic and diluted net loss per share are the same for the three and six months ended June 30, 2014. Fair Value of Financial Instruments The fair value of financial instruments is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term and long-term debt. With the exception of the long-term debt, the carrying value of these financial instruments approximates their fair value because of their short-term nature (classified as Level 1). For long-term debt, based on the borrowing rates currently available, the carrying value also approximates fair value as of June 30, 2015 (classified as Level 2). We did not have any Level 3 assets or liabilities for the periods ended June 30, 2015 and December 31, 2014. 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 and Allowance for Doubtful Accounts 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. We record an allowance for doubtful accounts based on the aging of receivables using historical company specific data. The percentages and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and analyses, including current and historical cash collections and the aging of receivables by payor. Because of continuing changes in the health care industry and third party reimbursement, it is possible that our estimates of collectability could change, which could have a material impact on our operations and cash flows. Other receivables related to the Product and Research Services segments are recorded at the time revenue is recognized, or when products are shipped or services are performed. We estimate the allowance for doubtful accounts on a specific account basis and consider several factors in our analysis, including customer specific information and aging of the account. We write off receivables when the likelihood for collection is remote and when we believe collection efforts have been fully exhausted and we do not intend to devote additional resources in attempting to collect. We perform write-offs on a monthly basis. In the Patient Services segment, we wrote off $3,115 and $2,851 of receivables for the six months ended June 30, 2015 and 2014, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. There were no material write-offs in the Product and Research Services segments. We recorded bad debt expense of $2,175 and $4,524, for the three and six months ended June 30, 2015, respectively. We recorded bad debt expense of $2,745 and $5,104, for the three and six months ended June 30, 2014, respectively. Goodwill Goodwill is the excess of the 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 we perform a two-step impairment test. In the first step, we compare the fair value of our 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 the implied fair value, an impairment loss equal to the difference is recorded. For the purpose of performing our goodwill impairment analysis, we consider our business to be comprised of three reporting units: Patient Services, Product and Research Services. We calculate 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 our market data. There are inherent uncertainties related to these factors and the judgment applied in the analysis. We believe that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of our reporting units. Recent Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . The new standard will require inventory to be measured at the lower of cost or net realizable value. The guidance will not apply to inventories for which cost is determined using the last-in, first-out method or the retail inventory method. The standard is effective for annual and interim reporting periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides guidance for revenue recognition. The new standard will require revenue recognized to represent the transfer of promised goods or services to customers in an amount that reflects the consideration in which a company expects to receive in exchange for those goods or services. The standard also requires new, expanded disclosures regarding revenue recognition. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption permissible beginning January 1, 2017 . We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Reclassifications The change in the “Liability associated with the Civil Investigative Demand” was reclassified from the change in “Accrued and other liabilities” in the statement of cash flows at June 30, 2014 in order to conform to the presentation at June 30, 2015. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions | |
Acquisitions | 2. Acquisitions RadCore Lab, LLC On June 3, 2014, we acquired the assets of RadCore Lab, LLC (“RadCore”), an imaging core lab serving the biopharmaceutical and medical device research market. This acquisition broadens our offerings and adds new oncology, musculoskeletal and neurological imaging capabilities, supported by a state-of-the-art, cloud-based analysis platform. We paid $400 in cash at closing and 22,513 shares of our common stock, valued at $200 at closing. While this acquisition provides growth potential, the acquisition of RadCore did not have a material effect on our financial condition, results of operations or cash flows. Biomedical Systems Corporation On April 3, 2014, we completed the acquisition of substantially all of the assets of Biomedical Systems Corporation’s (“BMS”) cardiac event monitoring, Holter monitoring and mobile telemetry monitoring services. The acquisition gave us access to internally developed Holter software and to established customer relationships. We paid $8,000 in cash at closing and 62,859 shares of our common stock, valued at $650 at closing. While the acquisition has been included within the consolidated results of operations and financial condition from the date of the acquisition, BMS did not have a material effect on our results of operations or cash flows. The purchase price allocation was completed in the first quarter of 2015. The amounts below represent the final fair value of assets acquired. Fair value of assets acquired: Property and equipment $ Goodwill Intangible assets Net assets acquired $ The allocation of intangible assets is comprised of the following: Estimated Useful Life (Years) Fair Value Customer relationships 15 $ Technology 4 Covenants not to compete 7 Total intangible assets $ Goodwill recorded in connection with this acquisition is attributable to synergies expected to arise from cost savings opportunities. All of the recorded goodwill is included in the Patient Services segment. Mednet Healthcare Technologies, Inc. On January 31, 2014, we acquired Mednet Healthcare Technologies, Inc., Heartcare Corporation of America, Inc., Universal Medical, Inc., and Universal Medical Laboratory, Inc. (together, “Mednet”). Mednet provides cardiac monitoring services and is an original equipment manufacturer of cardiac monitoring devices. The acquisition gave us access to established customer relationships . Upon the closing of the transaction, we acquired all of the issued and outstanding capital stock, and Mednet became a wholly-owned subsidiary. We paid $5,500 in cash at closing and 128,866 shares of our common stock, valued at $940 at closing. In addition, as a result of the acquisition, we assumed indebtedness from Mednet in the aggregate amount of $9,720, including interest. The acquisition has been included within the consolidated results of operations and financial condition from the date of the acquisition. The purchase price allocation was completed in the first quarter of 2015. The amounts below represent the final fair value of assets acquired. Fair value of assets acquired: Cash and cash equivalents $ ) Accounts receivable Prepaid expenses and other current assets Property and equipment Goodwill Intangible assets Other assets Total assets acquired Liabilities assumed: Accounts payable Accrued expenses Other liabilities Long-term debt, capital leases, note payable and related interest Total liabilities assumed Net assets acquired $ The allocation of intangible assets is comprised of the following: Estimated Useful Life (Years) Fair Value Customer relationships 13 $ Technology 5 Covenants not to compete 5 Indefinite-lived trade name Total intangible assets $ Goodwill recorded in connection with this acquisition is attributable to the assembled workforce and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is included in the Patient Services segment. The unaudited pro forma information below presents combined results of operations as if the acquisition had occurred at the beginning of the period presented instead of January 31, 2014. The proforma information presented below does not include anticipated synergies or certain other expected benefits of the acquisition and should not be used as a predictive measure of our future results of operations. Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 Revenue $ $ Net Loss $ ) $ ) Net loss per common share: Basic and Diluted $ ) $ ) Weighted average number of shares: Basic |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory | |
Inventory | 3. Inventory Inventory consists of the following: June 30, 2015 December 31, 2014 Raw materials and supplies $ $ Finished goods Total inventories $ $ 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. |
Integration, Restructuring and
Integration, Restructuring and Other Charges | 6 Months Ended |
Jun. 30, 2015 | |
Integration, Restructuring and Other Charges | |
Integration, Restructuring and Other Charges | 4. Integration, Restructuring and Other Charges We account for expenses associated with exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations, and record the expenses in “ Integration, restructuring and other charges” in our statement of operations and record the related accrual in the “ Accrued liabilities” line on our balance sheet. For the three and six months ended June 30, 2015 and 2014, we incurred expenses related to integration, restructuring and other activities. These expenses were primarily a result of legal fees related to patent litigation and the Civil Investigative Demand, as well as activities surrounding our acquisitions. A summary of these expenses is as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Legal fees $ $ $ $ Professional fees Severance and employee related costs Total $ $ $ $ |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | 5. Stockholders’ Equity Stock-Based Compensation As a result of stock-based compensation expense, our income before income taxes decreased by $1,062, or $0.04 per basic and diluted share, and our loss before income taxes increased by $965, or $0.04 per basic and diluted share, for the three months ended June 30, 2015 and 2014, respectively. Our income before income taxes decreased by $2,182, or $0.08 per basic and diluted share, and our loss before income taxes increased by $1,968, or $0.07 per basic and diluted share, for the six months ended June 30, 2015 and 2014, respectively. Stock option and restricted stock unit (“RSU”) activity is summarized as follows: Stock Options Restricted Stock Units Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Grant Date Fair Value Options/RSUs outstanding as of December 31, 2014 $ $ Granted $ $ Cancelled/Forfeited ) $ ) $ Exercised/Vested ) $ ) $ Options/RSUs outstanding as of March 31, 2015 $ $ Granted $ $ Cancelled/Forfeited ) $ ) $ Exercised/Vested ) $ ) $ Options/RSUs outstanding as of June 30, 2015 $ $ At June 30, 2015 and December 31, 2014, we had 284,423 performance share units (“PSUs”) outstanding. The grant date value per PSU is $8.68. During the three months ended June 30, 2015, there were 200,000 performance stock options (“PSOs”) granted. There were no forfeitures or vesting of PSUs or PSOs during the three or six months ended June 30. 2015. Stock compensation expense will only be recognized once the performance conditions of the outstanding PSUs are deemed probable of achievement. Stock compensation expense will only be recognized once the performance conditions of the outstanding PSOs have been met. For the three and six months ended June 30, 2015, no stock compensation expense has been recognized related to the performance shares. Employee Stock Purchase Plan In 2015, 126,567 shares were purchased in accordance with the Employee Stock Purchase Plan (ESPP). Net proceeds from the issuance of shares of common stock under the ESPP for the six months ended June 30, 2015 were $506. In January 2015, the number of shares available for grant was increased by 267,240, per the ESPP documents. At June 30, 2015, approximately 568,824 shares remain available for purchase under the ESPP. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | |
Income Taxes | 6. 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. We review and update our estimated annual effective tax rate each quarter. At June 30, 2015, our estimated annual effective tax rate was a provision of 6.42%. Income tax expense of $123 was recorded for the six months ended June 30, 2015, which includes a discrete charge of $117 related to a deferred tax liability recorded for indefinite lived intangibles. At June 30, 2014, our estimated annual effective tax rate was zero. We recorded $2,869 of a tax benefit for the six months ended June 30, 2014 related to the Mednet acquisition. As of June 30, 2015, in accordance with ASC 740, we maintained a full valuation allowance against net deferred tax assets, with the exception of the deferred tax liability recorded for indefinite lived intangibles. We will continue to maintain a full valuation allowance until such time we can reasonably estimate the probability of realizing a benefit from the deferred tax assets. |
Credit Agreement
Credit Agreement | 6 Months Ended |
Jun. 30, 2015 | |
Credit Agreement | |
Credit Agreement | 7. Credit Agreement On December 30, 2014, we entered into a Credit Agreement with The General Electric Capital Corporation (“GE Capital”), as agent for the lenders (“Lenders”), and as a Lender and swingline lender. Pursuant to the Credit Agreement, the Lenders agreed to make loans to us as follows; (i) Term Loans in an amount of $25,000 as of the closing date with an uncommitted ability to increase such Term Loans up to an amount not to exceed $10,000, and (ii) Revolving Loans up to $15,000, which remain undrawn as of June 30, 2015. The loan is recorded on our balance sheet as of June 30, 2015 in the amount of $23,794, which is net of a debt discount of $893 related to fees paid to GE Capital. The GE Loans bear interest at an annual rate of LIBOR plus 4.0%, subject to a LIBOR floor of 1.0%. The outstanding principal of the Term Loan will be paid as follows; (i) beginning April 1, 2015, the principal amount of the Term Loan will be repaid, on a quarterly basis, in installments of $312, plus accrued interest, (ii) beginning January 1, 2018, the principal amount of the Term Loan will be repaid, on a quarterly basis, in installments of $625, plus accrued interest, and (iii) the remaining $16,563 will be paid in full on or before December 30, 2019, or such earlier date upon an acceleration of the Term Loan by the Lenders upon an event of default or termination by us. The Loans are secured by substantially all of our assets and by a pledge of the capital stock of our U.S. based subsidiaries, as well as a pledge of 65% of the capital stock of Cardiocore Lab Ltd. and BioTelemetry Belgium BVBA. The Credit Agreement contains affirmative and financial covenants regarding the operations of our business and certain negative covenants that, among other things, limit our ability to incur additional indebtedness, grant certain liens, make certain investments, merge or consolidate, make certain restricted payments and engage in certain asset dispositions, including a sale of all, or substantially all, of our property. As of June 30, 2015, we were in compliance with all covenants. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Segment Information | 8. Segment Information We operate under three segments: Patient Services, Product and Research Services. The Patient Services segment is focused on the diagnosis and monitoring of cardiac arrhythmias or heart rhythm disorders with our comprehensive suite of cardiac monitoring solutions in a healthcare setting. The Product segment focuses on the development, manufacturing, testing and marketing of medical devices to medical companies, clinics and hospitals. Our Research Services segment is engaged in central core laboratory services providing cardiac monitoring, imaging, scientific consulting and data management services for drug and medical device trials. Intercompany revenue relating to the manufacturing of devices by the Product segment for the other segments is 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 is net interest expense and other financing expenses. We do not allocate assets to the individual segments. For the three months ended: Patient Services Research Services Product Corporate and Other Consolidated June 30, 2015 Revenues $ $ $ — $ Intersegment revenues — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — Patient Services Research Services Product Corporate and Other Consolidated June 30, 2014 Revenues $ $ $ — $ Intersegment revenues — — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — For the six months ended: Patient Services Research Services Product Corporate and Other Consolidated June 30, 2015 Revenues $ $ $ — $ Intersegment revenues — ) — Income (loss) before income taxes ) Depreciation and amortization Capital expenditures — Patient Services Research Services Product Corporate and Other Consolidated June 30, 2014 Revenues $ $ $ — $ Intersegment revenues — — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — |
Civil Investigative Demand
Civil Investigative Demand | 6 Months Ended |
Jun. 30, 2015 | |
Civil Investigative Demand | |
Civil Investigative Demand | 9. Civil Investigative Demand During the second quarter 2014, we reached an agreement in principle for the settlement of a Civil Investigative Demand (“CID”) issued by the U.S. Department of Justice, Western District of Washington. As a result, a non-operating charge of $6,400 was recorded in the first half of 2014. This reserve was recorded to “Interest and other loss, net” in the consolidated statements of operations and was included in “Accrued liabilities” on the balance sheet as of December 31, 2014. During the first quarter of 2015, the settlement agreement was finalized and we paid $6,400 to the Department of Justice. As part of the settlement, we are not subject to any ongoing obligations or requirements. The payment resulted in a reduction in “Cash and cash equivalents” and “Accrued liabilities” on the balance sheet as of June 30, 2015 when compared to December 31, 2014. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Net Income (Loss) | Net Income (Loss) We compute net income (loss) per share in accordance with ASC 260, Earnings Per Share . The following summarizes the potential outstanding common stock as of the end of each period: June 30, 2015 June 30, 2014 Employee stock purchase plan estimated share options outstanding Common stock options and restricted stock units (“RSUs”) outstanding Common stock available for grant Common stock Total Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of fully vested common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential dilutive common shares, including stock options and RSUs. The following table presents the calculation of basic net income (loss) per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing basic net income (loss) per share Basic net income (loss) per share $ $ ) $ $ ) The following table presents the calculation of diluted net income (loss) per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing diluted net income (loss) per share Diluted net income (loss) per share $ $ ) $ $ ) In the prior year, if the outstanding vested options or RSUs were exercised or converted into common stock, the result would be anti-dilutive for the three and six months ended June 30, 2014. Accordingly, basic and diluted net loss per share are the same for the three and six months ended June 30, 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term and long-term debt. With the exception of the long-term debt, the carrying value of these financial instruments approximates their fair value because of their short-term nature (classified as Level 1). For long-term debt, based on the borrowing rates currently available, the carrying value also approximates fair value as of June 30, 2015 (classified as Level 2). We did not have any Level 3 assets or liabilities for the periods ended June 30, 2015 and December 31, 2014. |
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 and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts 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. We record an allowance for doubtful accounts based on the aging of receivables using historical company specific data. The percentages and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and analyses, including current and historical cash collections and the aging of receivables by payor. Because of continuing changes in the health care industry and third party reimbursement, it is possible that our estimates of collectability could change, which could have a material impact on our operations and cash flows. Other receivables related to the Product and Research Services segments are recorded at the time revenue is recognized, or when products are shipped or services are performed. We estimate the allowance for doubtful accounts on a specific account basis and consider several factors in our analysis, including customer specific information and aging of the account. We write off receivables when the likelihood for collection is remote and when we believe collection efforts have been fully exhausted and we do not intend to devote additional resources in attempting to collect. We perform write-offs on a monthly basis. In the Patient Services segment, we wrote off $3,115 and $2,851 of receivables for the six months ended June 30, 2015 and 2014, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. There were no material write-offs in the Product and Research Services segments. We recorded bad debt expense of $2,175 and $4,524, for the three and six months ended June 30, 2015, respectively. We recorded bad debt expense of $2,745 and $5,104, for the three and six months ended June 30, 2014, respectively. |
Goodwill | Goodwill Goodwill is the excess of the 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 we perform a two-step impairment test. In the first step, we compare the fair value of our 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 the implied fair value, an impairment loss equal to the difference is recorded. For the purpose of performing our goodwill impairment analysis, we consider our business to be comprised of three reporting units: Patient Services, Product and Research Services. We calculate 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 our market data. There are inherent uncertainties related to these factors and the judgment applied in the analysis. We believe that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of our reporting units. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . The new standard will require inventory to be measured at the lower of cost or net realizable value. The guidance will not apply to inventories for which cost is determined using the last-in, first-out method or the retail inventory method. The standard is effective for annual and interim reporting periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides guidance for revenue recognition. The new standard will require revenue recognized to represent the transfer of promised goods or services to customers in an amount that reflects the consideration in which a company expects to receive in exchange for those goods or services. The standard also requires new, expanded disclosures regarding revenue recognition. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption permissible beginning January 1, 2017 . We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. |
Reclassifications | Reclassifications The change in the “Liability associated with the Civil Investigative Demand” was reclassified from the change in “Accrued and other liabilities” in the statement of cash flows at June 30, 2014 in order to conform to the presentation at June 30, 2015. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of potential outstanding common stock | June 30, 2015 June 30, 2014 Employee stock purchase plan estimated share options outstanding Common stock options and restricted stock units (“RSUs”) outstanding Common stock available for grant Common stock Total |
Schedule of calculation of basic and diluted net Income (loss) per share | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing basic net income (loss) per share Basic net income (loss) per share $ $ ) $ $ ) Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (in thousands, except per share amounts) Numerator: Net income (loss) $ $ ) $ $ ) Denominator: Weighted average shares used in computing diluted net income (loss) per share Diluted net income (loss) per share $ $ ) $ $ ) |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
BMS | |
Acquisitions | |
Schedule of purchase price allocation | Fair value of assets acquired: Property and equipment $ Goodwill Intangible assets Net assets acquired $ |
Schedule of allocation of finite-lived intangible assets | Estimated Useful Life (Years) Fair Value Customer relationships 15 $ Technology 4 Covenants not to compete 7 Total intangible assets $ |
Mednet | |
Acquisitions | |
Schedule of purchase price allocation | Fair value of assets acquired: Cash and cash equivalents $ ) Accounts receivable Prepaid expenses and other current assets Property and equipment Goodwill Intangible assets Other assets Total assets acquired Liabilities assumed: Accounts payable Accrued expenses Other liabilities Long-term debt, capital leases, note payable and related interest Total liabilities assumed Net assets acquired $ |
Schedule of allocation of finite-lived and indefinite-lived intangible assets | Estimated Useful Life (Years) Fair Value Customer relationships 13 $ Technology 5 Covenants not to compete 5 Indefinite-lived trade name Total intangible assets $ |
Schedule of unaudited proforma information representing combined results of operations as if the acquisition had occurred at the beginning of the periods presented | Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 Revenue $ $ Net Loss $ ) $ ) Net loss per common share: Basic and Diluted $ ) $ ) Weighted average number of shares: Basic |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory | |
Schedule of inventory | June 30, 2015 December 31, 2014 Raw materials and supplies $ $ Finished goods Total inventories $ $ |
Integration, Restructuring an19
Integration, Restructuring and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Integration, Restructuring and Other Charges | |
Summary of expenses related to integration, restructuring and other activities | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Legal fees $ $ $ $ Professional fees Severance and employee related costs Total $ $ $ $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity | |
Summary of stock option and restricted stock units activity | Stock Options Restricted Stock Units Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Grant Date Fair Value Options/RSUs outstanding as of December 31, 2014 $ $ Granted $ $ Cancelled/Forfeited ) $ ) $ Exercised/Vested ) $ ) $ Options/RSUs outstanding as of March 31, 2015 $ $ Granted $ $ Cancelled/Forfeited ) $ ) $ Exercised/Vested ) $ ) $ Options/RSUs outstanding as of June 30, 2015 $ $ |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Summary of financial information concerning the entity's reportable segments | For the three months ended: Patient Services Research Services Product Corporate and Other Consolidated June 30, 2015 Revenues $ $ $ — $ Intersegment revenues — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — Patient Services Research Services Product Corporate and Other Consolidated June 30, 2014 Revenues $ $ $ — $ Intersegment revenues — — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — For the six months ended: Patient Services Research Services Product Corporate and Other Consolidated June 30, 2015 Revenues $ $ $ — $ Intersegment revenues — ) — Income (loss) before income taxes ) Depreciation and amortization Capital expenditures — Patient Services Research Services Product Corporate and Other Consolidated June 30, 2014 Revenues $ $ $ — $ Intersegment revenues — — ) — Income (loss) before income taxes ) ) Depreciation and amortization Capital expenditures — |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Potential outstanding common stock | |||||
Employee stock purchase plan estimated share options outstanding (in shares) | 35,533 | 102,454 | 35,533 | 102,454 | |
Common stock options and restricted stock units ("RSUs") outstanding (in shares) | 4,369,941 | 4,322,496 | 4,369,941 | 4,322,496 | |
Common stock available for grant (in shares) | 2,462,695 | 2,038,347 | 2,462,695 | 2,038,347 | |
Common stock (in shares) | 27,074,983 | 26,421,886 | 27,074,983 | 26,421,886 | 26,693,248 |
Total (in shares) | 33,943,152 | 32,885,183 | 33,943,152 | 32,885,183 | |
Calculation of basic net income (loss) per share: | |||||
Numerator: Net income (loss) (in dollars) | $ 2,171 | $ (3,988) | $ 2,102 | $ (8,110) | |
Denominator: Weighted average shares used in computing basic net income (loss) per share | 27,071,839 | 26,434,047 | 27,003,273 | 26,272,436 | |
Basic net income (loss) per share (in dollars per share) | $ 0.08 | $ (0.15) | $ 0.08 | $ (0.31) | |
Calculation of diluted net income (loss) per share: | |||||
Numerator: Net income (loss) (in dollars) | $ 2,171 | $ (3,988) | $ 2,102 | $ (8,110) | |
Denominator: Weighted average shares used in computing diluted net income (loss) per share | 28,918,106 | 26,434,047 | 28,873,089 | 26,272,436 | |
Diluted net income (loss) per share (in dollars per share) | $ 0.08 | $ (0.15) | $ 0.07 | $ (0.31) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details 2) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | |
Accounts receivable and allowance for doubtful accounts | ||||
Bad debt expense | $ 2,175 | $ 2,745 | $ 4,524 | $ 5,104 |
Goodwill | ||||
Number of Reportable Segments | segment | 3 | |||
Patient Services | ||||
Accounts receivable and allowance for doubtful accounts | ||||
Write-off of receivables | $ 3,115 | $ 2,851 |
Acquisitions (Details)
Acquisitions (Details) - Jun. 03, 2014 - RadCore - USD ($) $ in Thousands | Total |
Acquisitions | |
Purchase consideration in cash | $ 400 |
Number of shares of common stock issued for acquisition | 22,513 |
Value of common stock issued for acquisition | $ 200 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) $ in Thousands | Apr. 03, 2014 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value of assets acquired: | ||||
Goodwill | $ 29,831 | $ 29,596 | ||
BMS | ||||
Acquisitions | ||||
Purchase consideration in cash | $ 8,000 | |||
Number of shares of common stock issued for acquisition | 62,859 | |||
Value of common stock issued for acquisition | $ 650 | |||
Fair value of assets acquired: | ||||
Property and equipment | $ 882 | |||
Goodwill | 3,559 | |||
Intangible assets | 4,209 | |||
Net assets acquired | 8,650 | |||
BMS | Customer relationships | ||||
Fair value of assets acquired: | ||||
Intangible assets | $ 2,100 | |||
Estimated Useful Life | 15 years | |||
BMS | Technology | ||||
Fair value of assets acquired: | ||||
Intangible assets | $ 1,849 | |||
Estimated Useful Life | 4 years | |||
BMS | Covenants not to compete | ||||
Fair value of assets acquired: | ||||
Intangible assets | $ 260 | |||
Estimated Useful Life | 7 years |
Acquisitions (Details 3 )
Acquisitions (Details 3 ) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value of assets acquired: | ||||||
Goodwill | $ 29,831 | $ 29,596 | ||||
Mednet | ||||||
Acquisitions | ||||||
Purchase consideration in cash | $ 5,500 | |||||
Number of shares of common stock issued for acquisition | 128,866 | |||||
Value of common stock issued for acquisition | $ 940 | |||||
Fair value of assets acquired: | ||||||
Cash and cash equivalents | $ (199) | |||||
Accounts receivable | 3,879 | |||||
Prepaid expenses and other current assets | 311 | |||||
Property and equipment | 3,429 | |||||
Goodwill | 9,589 | |||||
Intangible assets | 9,220 | |||||
Other assets | 317 | |||||
Total assets acquired | 26,546 | |||||
Liabilities assumed: | ||||||
Accounts payable | 4,427 | |||||
Accrued expenses | 2,932 | |||||
Other liabilities | 3,027 | |||||
Long-term debt, capital leases, note payable and related interest | 9,720 | |||||
Total liabilities assumed | 20,106 | |||||
Net assets acquired | 6,440 | |||||
Pro-Forma Information | ||||||
Revenue | $ 42,650 | $ 83,310 | ||||
Net Loss | $ (3,988) | $ (6,331) | ||||
Net loss per common share: Basic and Diluted (in dollars per share) | $ (0.15) | $ (0.24) | ||||
Weighted average number of shares: Basic | 26,434,047 | 26,272,436 | ||||
Mednet | Indefinite-lived trade name | ||||||
Fair value of assets acquired: | ||||||
Intangible assets | 700 | |||||
Mednet | Customer relationships | ||||||
Fair value of assets acquired: | ||||||
Intangible assets | $ 6,500 | |||||
Estimated Useful Life | 13 years | |||||
Mednet | Technology | ||||||
Fair value of assets acquired: | ||||||
Intangible assets | $ 1,600 | |||||
Estimated Useful Life | 5 years | |||||
Mednet | Covenants not to compete | ||||||
Fair value of assets acquired: | ||||||
Intangible assets | $ 420 | |||||
Estimated Useful Life | 5 years |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory | ||
Raw materials and supplies | $ 2,526 | $ 2,347 |
Finished goods | 680 | 219 |
Total inventories | $ 3,206 | $ 2,566 |
Integration, Restructuring an28
Integration, Restructuring and Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Integration, Restructuring and Other Charges | ||||
Legal fees | $ 1,171 | $ 285 | $ 2,799 | $ 2,734 |
Professional fees | 12 | 593 | 24 | 755 |
Severance and employee related costs | 27 | 122 | 247 | 491 |
Total | $ 1,210 | $ 1,000 | $ 3,070 | $ 3,980 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stockholders' Equity | ||||
Stock-based compensation (in dollars) | $ 1,062 | $ 965 | $ 2,182 | $ 1,968 |
Impact of stock-based compensation per share (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.08 | $ 0.07 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock-Based Compensation | |||||
Stock-based compensation (in dollars) | $ 1,062 | $ 965 | $ 2,182 | $ 1,968 | |
Stock options | |||||
Number of Shares | |||||
Balance at the beginning of the period (in shares) | 3,580,151 | 3,250,852 | 3,250,852 | ||
Granted (in shares) | 20,000 | 377,786 | |||
Cancelled (in shares) | (12,612) | (22,871) | |||
Exercised (in shares) | (6,288) | (25,616) | |||
Balance at the end of the period (in shares) | 3,581,251 | 3,580,151 | 3,581,251 | ||
Weighted Average Exercise Price | |||||
Balance at the beginning of the period (in dollars per share) | $ 6.77 | $ 6.40 | $ 6.40 | ||
Granted (in dollars per share) | 8.15 | 10.33 | |||
Cancelled (in dollars per share) | 6.45 | 15.16 | |||
Exercised (in dollars per share) | 2.49 | 4.43 | |||
Balance at the end of the period (in dollars per share) | $ 6.79 | $ 6.77 | $ 6.79 | ||
RSUs | |||||
Number of Shares | |||||
Balance at the beginning of the period (in shares) | 732,111 | 864,634 | 864,634 | ||
Granted (in shares) | 98,968 | 229,092 | |||
Forfeited (in shares) | (2,000) | (3,500) | |||
Vested (in shares) | (40,389) | (358,115) | |||
Balance at the end of the period (in shares) | 788,690 | 732,111 | 788,690 | ||
Weighted Average Grant Date Fair Value | |||||
Balance at the beginning of the period (in dollars per shares) | $ 6.66 | $ 3.68 | $ 3.68 | ||
Granted (in dollars per share) | 8.23 | 10.34 | |||
Forfeited (in dollars per share) | 7.44 | 8.61 | |||
Vested (in dollars per share) | 5.34 | 3.12 | |||
Balance at the end of the period (in dollars per shares) | $ 6.93 | $ 6.66 | $ 6.93 | ||
PSUs | |||||
Number of Shares | |||||
Balance at the beginning of the period (in shares) | 284,423 | 284,423 | |||
Forfeited (in shares) | 0 | 0 | |||
Vested (in shares) | 0 | 0 | |||
Balance at the end of the period (in shares) | 284,423 | 284,423 | |||
Weighted Average Grant Date Fair Value | |||||
Balance at the beginning of the period (in dollars per shares) | $ 8.68 | $ 8.68 | |||
Balance at the end of the period (in dollars per shares) | $ 8.68 | $ 8.68 | |||
Stock-Based Compensation | |||||
Stock-based compensation (in dollars) | $ 0 | $ 0 | |||
PSOs | |||||
Number of Shares | |||||
Granted (in shares) | 200,000 | ||||
Cancelled (in shares) | 0 | 0 | |||
Vested (in shares) | 0 | 0 | |||
Stock-Based Compensation | |||||
Stock-based compensation (in dollars) | $ 0 | $ 0 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee stock purchase plan | |||
Number of remaining shares available for purchase | 2,462,695 | 2,038,347 | |
Employee Stock Purchase Plan | |||
Employee stock purchase plan | |||
Common stock purchased (in shares) | 126,567 | ||
Net proceeds from the issuance of shares of common stock (in dollars) | $ 506 | ||
Increase in number of shares available for grant | 267,240 | ||
Number of remaining shares available for purchase | 568,824 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes | |||
Estimated annual effective tax rate (as a percent) | 6.42% | 0.00% | |
Income tax expense (benefit) | $ (25) | $ 123 | $ (2,845) |
Deferred tax liability recorded for intangibles | $ 117 | ||
Mednet | |||
Income Taxes | |||
Income tax expense (benefit) | $ (2,869) |
Credit Agreement (Details)
Credit Agreement (Details) - GE Capital - USD ($) $ in Thousands | Dec. 30, 2014 | Jun. 30, 2015 |
Credit Agreement | ||
Percentage of capital stock of Cardiocore Lab Ltd. and BioTelemetry Belgium pledged to secure loan | 65.00% | |
LIBOR | ||
Credit Agreement | ||
Debt instrument, basis spread on variable rate (as a percent) | 4.00% | |
LIBOR floor (as a percent) | 1.00% | |
Term Loan | ||
Credit Agreement | ||
Maximum borrowing capacity | $ 25,000 | |
Additional uncommitted borrowing capacity | 10,000 | |
Loan balance net of original issue discount | $ 23,794 | |
Original issue discount | $ 893 | |
Term Loan | April 2015 to December 2017 | ||
Credit Agreement | ||
Principal amount of quarterly installment payments | 312 | |
Term Loan | January 2018 to September 2019 | ||
Credit Agreement | ||
Principal amount of quarterly installment payments | 625 | |
Term Loan | October 2019 to December 2019 | ||
Credit Agreement | ||
Principal amount of quarterly installment payments | 16,563 | |
Revolving Loan | ||
Credit Agreement | ||
Maximum borrowing capacity | $ 15,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | |
Segment information | ||||
Number of operating segments | item | 3 | |||
Revenues | $ 44,812 | $ 42,650 | $ 88,247 | $ 79,812 |
Income (loss) before income taxes | 2,146 | (3,988) | 2,225 | (10,955) |
Depreciation and amortization | 3,007 | 3,242 | 5,959 | 5,995 |
Capital expenditures | 4,597 | 3,751 | 6,669 | 7,610 |
Patient Services | ||||
Segment information | ||||
Revenues | 36,255 | 34,160 | 71,236 | 63,454 |
Capital expenditures | 3,182 | 3,442 | 4,330 | 6,843 |
Research Services | ||||
Segment information | ||||
Revenues | 5,441 | 5,245 | 10,869 | 10,085 |
Capital expenditures | 1,413 | 271 | 2,269 | 675 |
Product | ||||
Segment information | ||||
Revenues | 3,116 | 3,245 | 6,142 | 6,273 |
Capital expenditures | 2 | 38 | 70 | 92 |
Operating segments | Patient Services | ||||
Segment information | ||||
Revenues | 4 | 4 | ||
Income (loss) before income taxes | 10,990 | 6,472 | 19,879 | 11,978 |
Depreciation and amortization | 1,853 | 2,124 | 3,662 | 3,695 |
Operating segments | Research Services | ||||
Segment information | ||||
Income (loss) before income taxes | (175) | 233 | 202 | 19 |
Depreciation and amortization | 933 | 910 | 1,841 | 1,794 |
Operating segments | Product | ||||
Segment information | ||||
Revenues | 3,023 | 1,778 | 4,014 | 4,815 |
Income (loss) before income taxes | 1,359 | 1,512 | 2,272 | 3,590 |
Depreciation and amortization | 91 | 130 | 185 | 263 |
Corporate and Other | ||||
Segment information | ||||
Revenues | (3,027) | (1,778) | (4,018) | (4,815) |
Income (loss) before income taxes | (10,028) | (12,205) | (20,128) | (26,542) |
Depreciation and amortization | $ 130 | $ 78 | $ 271 | $ 243 |
Civil Investigative Demand (Det
Civil Investigative Demand (Details) - Civil Investigative Demand - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Jun. 30, 2014 | |
Civil Investigative Demand | ||
Amount of non-operating charge | $ 6,400 | |
Settlement amount paid | $ 6,400 |