Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 21, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'DIGIRAD CORP | ' |
Entity Central Index Key | '0000707388 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 18,504,279 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Diagnostic Services | $9,555 | $8,939 |
Diagnostic Imaging | 3,442 | 2,607 |
Total revenues | 12,997 | 11,546 |
Cost of revenues: | ' | ' |
Diagnostic Services | 7,534 | 6,825 |
Diagnostic Imaging | 2,021 | 1,904 |
Total cost of revenues | 9,555 | 8,729 |
Gross profit | 3,442 | 2,817 |
Operating expenses: | ' | ' |
Research and development | 0 | 818 |
Marketing and sales | 1,095 | 1,236 |
General and administrative | 1,995 | 2,102 |
Amortization of intangible assets | 66 | 66 |
Restructuring charges | 441 | 1,004 |
Total operating expenses | 3,597 | 5,226 |
Loss from operations | -155 | -2,409 |
Other income (expense): | ' | ' |
Interest and other income, net | 17 | 22 |
Interest expense | -8 | 0 |
Total other income | 9 | 22 |
Loss before income taxes | -146 | -2,387 |
Income tax expense | -2 | -32 |
Net loss | -148 | -2,419 |
Net loss per share - Basic and diluted | ($0.01) | ($0.13) |
Weighted average shares outstanding – basic and diluted | 18,518 | 19,322 |
Dividends declared per common share | $0.05 | $0 |
Other comprehensive loss: | ' | ' |
Unrealized loss on marketable securities | -18 | -40 |
Total other comprehensive loss | -18 | -40 |
Comprehensive loss | ($166) | ($2,459) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $9,549 | $18,744 |
Securities available-for-sale | 9,871 | 7,673 |
Accounts receivable, net | 7,308 | 5,430 |
Inventories, net | 3,755 | 3,881 |
Other current assets | 697 | 697 |
Restricted cash | 477 | 244 |
Total current assets | 31,657 | 36,669 |
Property and equipment, net | 4,514 | 4,153 |
Intangible assets, net | 2,867 | 353 |
Goodwill | 1,459 | 184 |
Other assets | 62 | 92 |
Total assets | 40,559 | 41,451 |
Liabilities and stockholders' equity | ' | ' |
Accounts payable | 1,293 | 611 |
Accrued compensation | 2,622 | 3,472 |
Accrued warranty | 148 | 137 |
Deferred revenue | 1,381 | 1,631 |
Other accrued liabilities | 2,103 | 1,774 |
Total current liabilities | 7,547 | 7,625 |
Other liabilities | 667 | 440 |
Total liabilities | 8,214 | 8,065 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value: 80,000,000 shares authorized; 18,504,279 shares issued and outstanding (net of treasury shares) at March 31, 2014 and December 31, 2013 | 2 | 2 |
Treasury stock, at cost; 2,588,484 shares at March 31, 2014 and December 31, 2013 | -5,728 | -5,728 |
Additional paid-in capital | 156,093 | 156,968 |
Accumulated other comprehensive loss | -20 | -2 |
Accumulated deficit | -118,002 | -117,854 |
Total stockholders’ equity | 32,345 | 33,386 |
Total liabilities and stockholders’ equity | $40,559 | $41,451 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 18,504,279 | 18,504,279 |
Common stock, shares outstanding | 18,504,279 | 18,504,279 |
Treasury stock, shares | 2,558,484 | 2,588,484 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net loss | ($148) | ($2,419) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 387 | 427 |
Amortization of intangible assets | 66 | 66 |
Provision for bad debt | 21 | 11 |
Stock-based compensation | 50 | 121 |
Gain on sale of assets | 5 | 0 |
Amortization of premiums on investments | 51 | 46 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,699 | 500 |
Inventories | 293 | 130 |
Other assets | 70 | -89 |
Accounts payable | 449 | 352 |
Accrued compensation | -1,019 | 252 |
Deferred revenue | -250 | -369 |
Other liabilities | 168 | -197 |
Restricted cash | -233 | 0 |
Net cash used in operating activities | -1,789 | -1,169 |
Investing activities | ' | ' |
Purchases of property and equipment | -571 | -189 |
Purchases of securities available-for-sale | -2,617 | -4,679 |
Sales and maturities of securities available-for-sale | 350 | 2,050 |
Net cash paid for acquisition | -3,470 | 0 |
Net cash used in investing activities | -6,308 | -2,818 |
Financing activities | ' | ' |
Issuances of common stock | 0 | 29 |
Repurchases of common stock | 0 | -20 |
Dividend paid | -925 | ' |
Repayment of long-term debt | -131 | ' |
Repayment of obligations under capital leases | 42 | 0 |
Net cash provided by (used in) financing activities | -1,098 | 9 |
Net decrease in cash and cash equivalents | -9,195 | -3,978 |
Cash and cash equivalents at beginning of period | 18,744 | 19,514 |
Cash and cash equivalents at end of period | $9,549 | $15,536 |
The_Company
The Company | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
The Company | ' |
The Company | |
Digirad Corporation (“Digirad”), a Delaware corporation, is one of the largest national providers of in-office nuclear cardiology imaging and ultrasound imaging services, and also provides cardiac event monitoring services. These services are provided to physician practices, hospitals and imaging centers through our Diagnostic Services reportable segment. Digirad also sells medical diagnostic imaging systems, including solid-state gamma cameras, for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products sold, through our Diagnostic Imaging reportable segment. These two reportable segments, Diagnostic Services and Diagnostic Imaging, are collectively referred to herein as the “Company.” | |
The accompanying condensed consolidated financial statements include the operations of both segments. Intercompany accounts and transactions are accounted for at cost and have been eliminated in consolidation. All our long-lived assets are located in the United States and substantially all of our revenues arise from sales activity in the United States. | |
Basis of Presentation | |
The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all the information required by U.S. generally accepted accounting principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed consolidated balance sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2013, filed with the SEC on Form 10-K on March 20, 2014 include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows and balance sheets for such periods have been included in this Form 10-Q. All such adjustments are of a normal recurring nature. In addition certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. | |
Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from management’s estimates. | |
The financial results for the three months ended March 31, 2014 include the financial results of Telerhythmics, LLC for the period since the acquisition date of March 13, 2014. See Note 3 for more information related to the acquisition of Telerhythmics, LLC. |
Basic_And_Diluted_Net_Loss_Per
Basic And Diluted Net Loss Per Share | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | |||||
Basic and Diluted Net Income (Loss) Per Share | ' | |||||
Basic and Diluted Net Loss Per Share | ||||||
For the three months ended March 31, 2014 and 2013, basic net loss per common share is computed by dividing net loss by the weighted average number of common shares and vested restricted stock units outstanding during the period. Diluted net loss per common share is calculated to give effect of all dilutive securities, if applicable, using the treasury stock method. | ||||||
The following table sets forth the reconciliation of shares used to compute basic and diluted net loss per share for the periods indicated: | ||||||
Three Months Ended March 31, | ||||||
(shares in thousands) | 2014 | 2013 | ||||
Weighted average shares outstanding - basic | 18,518 | 19,322 | ||||
Dilutive potential common stock outstanding: | ||||||
Stock options | — | — | ||||
Restricted stock units | — | — | ||||
Weighted average shares outstanding - diluted | 18,518 | 19,322 | ||||
The following weighted average outstanding common stock equivalents were not included in the calculation of diluted net loss per share because their effect was anti-dilutive: | ||||||
Three Months Ended March 31, | ||||||
(shares in thousands) | 2014 | 2013 | ||||
Stock options | 373 | 303 | ||||
Restricted stock units | — | 16 | ||||
Total | 373 | 319 | ||||
Acquisition_of_Telerhythmics_N
Acquisition of Telerhythmics (Notes) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||||||||||
Acquisition of Telerhythmics, LLC | ' | ||||||||||||||||||||||||
Acquisition of Telerhythmics, LLC | |||||||||||||||||||||||||
On March 13, 2014, we entered into a membership interest purchase agreement (the “Purchase Agreement”) to acquire 100% of the membership interest of Telerhythmics, LLC ("Telerhythmics"), a provider of 24 hour cardiac monitoring services. Telerhythmics and Digirad each have a very similar customer base, yet with only minor overlaps in current customers. We believe this similar customer base will allow us to leverage each company’s strengths to grow sales and also diversify Digirad service offerings. | |||||||||||||||||||||||||
Under the terms of the Purchase Agreement, we paid to the sellers of the membership interest (the "Sellers") aggregate estimated up front consideration of $3.52 million and assumed approximately $131,000 in debt. In addition, there is an aggregate earn-out opportunity of up to $501,000 from the period March 14, 2014 through December 31, 2016 based on the Telerhythmics business meeting certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) milestones. The Sellers will receive fifty percent (50%) of the EBITDA generated by the Telerhythmics business in excess of the EBITDA milestone amounts, which are as follows: | |||||||||||||||||||||||||
• | $415,000 of EBITDA for the period from the closing date through December 31, 2014, | ||||||||||||||||||||||||
• | $825,000 of EBITDA for the period from January 1, 2015 through December 31, 2015; and | ||||||||||||||||||||||||
• | $825,000 of EBITDA for the period from January 1, 2016 through December 31, 2016. | ||||||||||||||||||||||||
At March 31, 2014, we have estimated the fair value of the contingent earn-out opportunity to be $220,000. The earn-out opportunity is estimated based on expected performance of the business over the period from the acquisition date through December 31, 2016, utilizing an income approach. It is reasonably possible that our estimate of the earn-out potential could change in the near term. Any adjustment in the estimated earn-out opportunity until settled will be recorded as a gain or loss to current operations in the period the estimate changes. | |||||||||||||||||||||||||
The Purchase Agreement is also subject to a post-closing purchase price adjustment based on the final working capital balance, as defined in the Purchase Agreement. | |||||||||||||||||||||||||
The following table summarizes the purchase price allocation recognized as of the close date of March 13, 2014: | |||||||||||||||||||||||||
13-Mar-14 | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Accounts receivable, net | $ | 200 | |||||||||||||||||||||||
Other current assets | 41 | ||||||||||||||||||||||||
Total current assets | 241 | ||||||||||||||||||||||||
Property and equipment, net | 290 | ||||||||||||||||||||||||
Intangible assets, net | 2,580 | ||||||||||||||||||||||||
Goodwill | 1,275 | ||||||||||||||||||||||||
Total assets | $ | 4,386 | |||||||||||||||||||||||
Accounts payable | $ | 36 | |||||||||||||||||||||||
Accrued compensation | 169 | ||||||||||||||||||||||||
Other accrued liabilities | 356 | ||||||||||||||||||||||||
Current portion of long-term debt | 131 | ||||||||||||||||||||||||
Total current liabilities | 692 | ||||||||||||||||||||||||
Other liabilities | 174 | ||||||||||||||||||||||||
Total liabilities | $ | 866 | |||||||||||||||||||||||
The long-term debt was subsequently paid in full on March 28, 2014. | |||||||||||||||||||||||||
The goodwill recognized as part of the transaction primarily represents synergies between Digirad and Telerhythmics that were not separately identified as part of the acquisition valuation process. Telerhythmics activities are considered their own operating segment, which is aggregated into our Diagnostic Services reportable segment (formerly Digirad Imaging Solutions). The resulting goodwill from the acquisition is expected to be deductible for Federal and state tax reporting purposes. | |||||||||||||||||||||||||
As of March 31, 2014, the final working capital adjustment has not been completed, and therefore the accounting for the acquisition is incomplete. We have estimated the working capital adjustment at March 13, 2014 at approximately $49,000 due to the Sellers, which is included in the estimated consideration above. It is reasonably possible this estimated working capital adjustment could change based on the final agreed upon amount pursuant to the Purchase Agreement. Any adjustment to this amount will affect the purchase consideration, and therefore the allocation of the purchase price, with the majority of any such adjustment likely affecting the recorded goodwill amount. We anticipate closing the measurement period by June 30, 2014. | |||||||||||||||||||||||||
The below tables display estimated proforma results had the business acquisition been completed as of January 1, 2013. In deriving the proforma results, we utilized the historical operating results of Telerhythmics and adjusted for the impact of the purchase accounting and transaction costs as if the acquisition occurred on January 1, 2013. | |||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||
Digirad | Telerhythmics | Proforma | Digirad | Telerhythmics | Proforma | ||||||||||||||||||||
Revenues | $ | 12,742 | $ | 1,410 | $ | 14,152 | $ | 11,546 | $ | 1,413 | $ | 12,959 | |||||||||||||
Net income (loss) | $ | 19 | $ | 7 | $ | 26 | $ | (2,419 | ) | $ | (115 | ) | $ | (2,534 | ) | ||||||||||
Included within our consolidated operating results for the period ending March 31, 2014 are Telerhythmics operations for the period March 14, 2014 through March 31, 2014 as follows: | |||||||||||||||||||||||||
March 14, 2014 - March 31, 2014 | |||||||||||||||||||||||||
Revenues | $ | 255 | |||||||||||||||||||||||
Net loss | $ | (167 | ) | ||||||||||||||||||||||
Included within the results for Telerhythmics is approximately $155,000 of transaction costs related to the acquisition. These costs are classified as general and administrative expenses in the consolidated statements of comprehensive loss. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Our inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and we review inventory balances for excess and obsolete inventory levels on a quarterly basis. | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,407 | $ | 2,619 | ||||
Work-in-process | 3,048 | 3,189 | ||||||
Finished goods | 669 | 616 | ||||||
6,124 | 6,424 | |||||||
Less reserve for excess and obsolete inventories | (2,369 | ) | (2,543 | ) | ||||
Inventories, net | $ | 3,755 | $ | 3,881 | ||||
Property_and_Equipment_Notes
Property and Equipment (Notes) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 23,216 | $ | 22,596 | ||||
Computer hardware and software | 2,520 | 2,497 | ||||||
Leasehold improvements | 900 | 861 | ||||||
26,636 | 25,954 | |||||||
Accumulated depreciation | (22,122 | ) | (21,801 | ) | ||||
Property and equipment, net | $ | 4,514 | $ | 4,153 | ||||
Intangibles_and_Goodwill_Notes
Intangibles and Goodwill (Notes) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
Intangibles and Goodwill | ' | ||||||||||||||
31-Mar-14 | |||||||||||||||
Weighted Average Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net (1) | ||||||||||||
Intangible assets with infinite useful lives: | |||||||||||||||
Goodwill (2) | Indefinite | $ | 1,459 | $ | — | $ | 1,459 | ||||||||
Intangible assets with finite useful lives: | |||||||||||||||
Customer relationships (2) | 8.3 | $ | 4,850 | $ | (2,682 | ) | $ | 2,168 | |||||||
Trademarks (2) | 9 | 600 | (3 | ) | 597 | ||||||||||
Patents | 4.8 | 141 | (108 | ) | 33 | ||||||||||
Covenants not to compete (2) | 5 | 70 | (1 | ) | 69 | ||||||||||
Total intangible assets, net | $ | 5,661 | $ | (2,794 | ) | $ | 2,867 | ||||||||
31-Dec-13 | |||||||||||||||
Weighted Average Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | ||||||||||||
Intangible assets with infinite useful lives: | |||||||||||||||
Goodwill | Indefinite | $ | 184 | $ | — | $ | 184 | ||||||||
Intangible assets with finite useful lives: | |||||||||||||||
Customer relationships | 3.5 | $ | 2,940 | $ | (2,622 | ) | $ | 318 | |||||||
Patents | 4.9 | 141 | (106 | ) | 35 | ||||||||||
Total intangible assets, net | $ | 3,081 | $ | (2,728 | ) | $ | 353 | ||||||||
-1 | Amortization expense for intangible assets, net was $0.1 million for the three months ended March 31, 2014 and 2013. Estimated amortization expense for intangible assets for the remainder of 2014 is $0.3 million, for 2015 is $0.4 million, for 2016 is $0.4 million, for 2017 is $0.4 million, for 2018 is $0.3 million, for 2019 and thereafter is $1.2 million. | ||||||||||||||
-2 | As a result of our acquisition of Telerhythmics, LLC on March 13, 2014, we recored certain intangible assets. See Note 3. |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Restructuring Charges | ' | ||||||||||||||||
Restructuring Charges | |||||||||||||||||
Diagnostic Imaging restructuring initiative | |||||||||||||||||
On February 28, 2013, we announced a plan to restructure our Diagnostic Imaging business to significantly reduce costs and focus on maximizing cash flow from our Diagnostic Services business (the "Diagnostic Imaging restructuring initiative"). The Diagnostic Imaging restructuring initiative included a reduction in force. In addition, as part of the Diagnostic Imaging restructuring initiative, we entered into an agreement in September 2013 with a third party to outsource the majority of the manufacturing associated with our cameras. As a result of the Diagnostic Imaging restructuring initiative, we incurred a total of $1.8 million in restructuring charges, the majority of which were incurred during fiscal year 2013. Included in the total Diagnostic Imaging restructuring initiative charges are $1.6 million of employee related costs, with the remaining costs consisting of contract termination costs and other related costs. All restructuring efforts associated with this initiative were substantially complete as of March 31, 2014. | |||||||||||||||||
The following table includes information regarding our Diagnostic Imaging restructuring initiative: | |||||||||||||||||
(in thousands) | Accrued at December 31, 2013 | Accrued Costs | Cash Payments and Other Reductions | Accrued at March 31, 2014 | |||||||||||||
Total Diagnostic Imaging restructuring initiative | $ | 489 | $ | 27 | $ | 396 | $ | 120 | |||||||||
All accrued Diagnostic Imaging restructuring charges at March 31, 2014 are included in the accrued compensation line item in the unaudited condensed consolidated balance sheets. All the Diagnostic Imaging restructuring charges are included in the Diagnostic Imaging segment. | |||||||||||||||||
Facilities restructuring initiative | |||||||||||||||||
On January 27, 2014, we announced a plan to exit our 47,000 square foot former headquarters facility in Poway, California (the "Facilities restructuring initiative"). This action was undertaken as the facility has excess space and capacity given our current operating plan. We entered into a termination agreement to end the lease on the facility as of April 30, 2014. The original term of the lease would have continued through February 29, 2016. Concurrently with the termination of the lease for the 47,000 square foot Poway, California facility, we entered into a new lease agreement on January 23, 2014 for a separate 21,300 square foot facility in Poway, California to house our Diagnostic Imaging operations. | |||||||||||||||||
As a result of the Facilities restructuring initiative, we estimate that we will incur in total approximately $0.5 million to $0.7 million in restructuring charges, which we anticipate to be incurred in the first three quarters of fiscal year 2014. The estimated charges are comprised of lease termination, moving and other related costs. Through March 31, 2014, we have incurred approximately $0.4 million of charges associated with the Facilities restructuring initiative, consisting primarily of lease termination costs. Restructuring liabilities and associated charges are measured at fair value as incurred. | |||||||||||||||||
The following table includes information regarding our Facilities restructuring initiative: | |||||||||||||||||
(in thousands) | Accrued at December 31, 2013 | Accrued Costs | Cash Payments and Other Reductions | Accrued at March 31, 2014 | |||||||||||||
Total Facilities restructuring initiative | $ | — | $ | 414 | $ | 256 | $ | 158 | |||||||||
All accrued Facilities restructuring charges at March 31, 2014 are included in the other accrued liabilities line item in the unaudited condensed consolidated balance sheets. All the Facilities restructuring charges for the period ended March 31, 2014 are included in the Diagnostic Imaging segment. |
Financial_Instruments
Financial Instruments | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Financial Instruments | ' | |||||||||||||||||
Financial Instruments | ||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis. The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at March 31, 2014 and December 31, 2013. | ||||||||||||||||||
Fair Value as of March 31, 2014 | ||||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | ||||||||||||||||||
Corporate debt securities | $ | — | $ | 9,871 | $ | — | $ | 9,871 | ||||||||||
Liabilities: | ||||||||||||||||||
Acquisition related contingent consideration | $ | — | $ | — | $ | 220 | $ | 220 | ||||||||||
Fair Value as of December 31, 2013 | ||||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | ||||||||||||||||||
Corporate debt securities | $ | — | $ | 7,673 | $ | — | $ | 7,673 | ||||||||||
The fair value of our corporate debt securities is determined using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. We did not reclassify any investments between levels in the fair value hierarchy during the three months ended March 31, 2014. | ||||||||||||||||||
The acquisition related contingent consideration is related to our acquisition of Telerhythmics on March 13, 2014 (See Note 3). We will reassess the fair value of the contingent consideration to be settled in cash related to our acquisition of Telerhythmics on a quarterly basis using the income approach, which is a Level 3 measurement. Significant assumptions used in the measurement include probabilities of achieving the EBITDA milestones. | ||||||||||||||||||
Securities Available for Sale | ||||||||||||||||||
Securities available-for-sale primarily consist of investment grade corporate debt securities. We classify all securities as available-for-sale and as current assets, as the sale of such securities may be required prior to maturity to execute management strategies. These securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders' equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. It is not more likely than not that we will be required to sell investments before recovery of their amortized costs. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and included in interest income. Interest income is recognized when earned. Realized gains and losses on investments in securities are included in other income (expense) within the condensed consolidated statements of comprehensive income (loss). The realized gains and losses on these sales were minimal for the three months ended March 31, 2014 and 2013. | ||||||||||||||||||
The following table sets forth the composition of securities available-for-sale as of March 31, 2014 and December 31, 2013. | ||||||||||||||||||
Maturity in | Amortized Cost | Unrealized | Fair Value | |||||||||||||||
As of March 31, 2014 (in thousands) | Years | Gains | Losses | |||||||||||||||
Corporate debt securities | 3 or less | $ | 9,891 | $ | 6 | $ | (26 | ) | $ | 9,871 | ||||||||
Maturity in | Amortized Cost | Unrealized | Fair Value | |||||||||||||||
As of December 31, 2013 (in thousands) | Years | Gains | Losses | |||||||||||||||
Corporate debt securities | 3 or less | $ | 7,675 | $ | — | $ | (2 | ) | $ | 7,673 | ||||||||
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
Commitments and Contingencies | ' | ||||||
Commitments and Contingencies | |||||||
Leases | |||||||
We currently lease facilities and certain automotive equipment under non-cancelable operating leases expiring from April 1, 2014 through February 28, 2021. Rent expense is recognized on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured as determined at lease inception. The difference between rent expense and rent paid is recorded as deferred rent and is included in other liabilities. Rent expense was approximately $0.4 million for the three months ended March 31, 2014 and 2013. | |||||||
As of March 31, 2014, we financed certain information technology and medical equipment and vehicles under capital leases. These obligations are secured by the specific equipment financed under each lease and will be repaid monthly over the remaining lease terms through March 31, 2018. | |||||||
The future minimum lease payments due under both non-cancelable operating leases and capital leases having initial or remaining lease terms in excess of one year as of March 31, 2014 are as follows (in thousands): | |||||||
Operating | Capital | ||||||
Leases | Leases | ||||||
2014 | $ | 662 | $ | 161 | |||
2015 | 883 | 214 | |||||
2016 | 522 | 140 | |||||
2017 | 258 | 24 | |||||
2018 | 215 | 3 | |||||
2019 | 221 | — | |||||
Thereafter | 266 | — | |||||
Total minimum lease payments | $ | 3,027 | $ | 542 | |||
Other matters. In the normal course of business, we have been, and will likely continue to be, subject to litigation or administrative proceedings incidental to our business, such as claims related to customer disputes, employment practices, wage and hour disputes, product liability, professional liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
As of December 31, 2013, we had unrecognized tax benefits of approximately $1.6 million. Included in the unrecognized tax benefits were $1.3 million of tax benefits that, if recognized, would have a favorable impact on our annual effective tax rate, subject to the valuation allowance. We do not expect our unrecognized tax benefits to change significantly over the next 12 months. | |
We file income tax returns in the U.S. and in various state jurisdictions with varying statutes of limitations. We are no longer subject to income tax examination by tax authorities for years prior to 2008; however, our net operating loss and research credit carry-forwards arising prior to that year are subject to adjustment. It is our policy to recognize interest expense and penalties related to income tax matters as a component of income tax expense. |
Segments
Segments | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segments | ' | |||||||
Segments | ||||||||
Our reportable segments have been determined based on the nature of the products and/or services offered to customers or the nature of their function in the organization. We evaluate performance based on the operating income (loss) contributed by each segment. | ||||||||
On March 13, 2014, we acquired all the outstanding membership interest of Telerhythmics, LLC (See Note 3). As part of the acquisition, we evaluated Telerhythmics' business operations, both on a quantitative and qualitative basis, and determined its business operations appropriately met the criteria to be aggregated with our Diagnostic Services business in accordance with the authoritative accounting guidance for segment reporting. The Diagnostic Services reportable segment was renamed in conjunction with the acquisition from Digirad Imaging Solutions. | ||||||||
The financial results below for the three months ended March 31, 2014 include the financial results of Telerhythmics, LLC for the period since the acquisition date of March 13, 2014. | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Gross profit by segment: | ||||||||
Diagnostic Services | $ | 2,021 | $ | 2,114 | ||||
Diagnostic Imaging | 1,421 | 703 | ||||||
Condensed consolidated gross profit | $ | 3,442 | $ | 2,817 | ||||
Income (loss) from operations by segment: | ||||||||
Diagnostic Services | $ | (333 | ) | $ | (144 | ) | ||
Diagnostic Imaging (1) | 178 | (2,265 | ) | |||||
Condensed consolidated loss from operations | $ | (155 | ) | $ | (2,409 | ) | ||
Depreciation and amortization: | ||||||||
Diagnostic Services | $ | 375 | $ | 392 | ||||
Diagnostic Imaging | 78 | 101 | ||||||
Condensed consolidated depreciation and amortization | $ | 453 | $ | 493 | ||||
(in thousands) | As of March 31, 2014 | As of December 31, 2013 | ||||||
Identifiable assets by segment: | ||||||||
Diagnostic Services | $ | 15,172 | $ | 11,874 | ||||
Diagnostic Imaging | 25,387 | 29,577 | ||||||
Condensed Consolidated assets | $ | 40,559 | $ | 41,451 | ||||
(1) Included in the Diagnostic Imaging income (loss) from operations for the three months ended March 31, 2014 and 2013, are approximately $0.4 million and $1.0 million of charges, respectively, associated with our Diagnostic Imaging restructuring initiative (See Note 7). |
Subsequent_Event_Notes
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Subsequent Events | |
On May 1, 2014, the Company’s Board of Directors declared a cash dividend of $0.05 per share payable on May 27, 2014 to shareholders of record on May 13, 2014. |
Financial_Instruments_policies
Financial Instruments (policies) | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value of Financial Instruments, Policy | ' |
The fair value of our corporate debt securities is determined using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. | |
Securities Available-for-sale, Policy | ' |
Securities Available for Sale | |
Securities available-for-sale primarily consist of investment grade corporate debt securities. We classify all securities as available-for-sale and as current assets, as the sale of such securities may be required prior to maturity to execute management strategies. These securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders' equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. It is not more likely than not that we will be required to sell investments before recovery of their amortized costs. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and included in interest income. Interest income is recognized when earned. Realized gains and losses on investments in securities are included in other income (expense) within the condensed consolidated statements of comprehensive income (loss). |
Commitments_And_Contingencies_
Commitments And Contingencies Lease (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
Leases | ' |
We currently lease facilities and certain automotive equipment under non-cancelable operating leases expiring from April 1, 2014 through February 28, 2021. Rent expense is recognized on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured as determined at lease inception. The difference between rent expense and rent paid is recorded as deferred rent and is included in other liabilities. |
Schedule_of_Earnings_Per_Share
Schedule of Earnings Per Share, Basic and Diluted (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | |||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||
The following table sets forth the reconciliation of shares used to compute basic and diluted net loss per share for the periods indicated: | ||||||
Three Months Ended March 31, | ||||||
(shares in thousands) | 2014 | 2013 | ||||
Weighted average shares outstanding - basic | 18,518 | 19,322 | ||||
Dilutive potential common stock outstanding: | ||||||
Stock options | — | — | ||||
Restricted stock units | — | — | ||||
Weighted average shares outstanding - diluted | 18,518 | 19,322 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||
The following weighted average outstanding common stock equivalents were not included in the calculation of diluted net loss per share because their effect was anti-dilutive: | ||||||
Three Months Ended March 31, | ||||||
(shares in thousands) | 2014 | 2013 | ||||
Stock options | 373 | 303 | ||||
Restricted stock units | — | 16 | ||||
Total | 373 | 319 | ||||
Acquisition_of_Telerhythmics_T
Acquisition of Telerhythmics (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Purchase Price Allocation | ' | ||||||||||||||||||||||||
13-Mar-14 | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Accounts receivable, net | $ | 200 | |||||||||||||||||||||||
Other current assets | 41 | ||||||||||||||||||||||||
Total current assets | 241 | ||||||||||||||||||||||||
Property and equipment, net | 290 | ||||||||||||||||||||||||
Intangible assets, net | 2,580 | ||||||||||||||||||||||||
Goodwill | 1,275 | ||||||||||||||||||||||||
Total assets | $ | 4,386 | |||||||||||||||||||||||
Accounts payable | $ | 36 | |||||||||||||||||||||||
Accrued compensation | 169 | ||||||||||||||||||||||||
Other accrued liabilities | 356 | ||||||||||||||||||||||||
Current portion of long-term debt | 131 | ||||||||||||||||||||||||
Total current liabilities | 692 | ||||||||||||||||||||||||
Other liabilities | 174 | ||||||||||||||||||||||||
Total liabilities | $ | 866 | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||
Digirad | Telerhythmics | Proforma | Digirad | Telerhythmics | Proforma | ||||||||||||||||||||
Revenues | $ | 12,742 | $ | 1,410 | $ | 14,152 | $ | 11,546 | $ | 1,413 | $ | 12,959 | |||||||||||||
Net income (loss) | $ | 19 | $ | 7 | $ | 26 | $ | (2,419 | ) | $ | (115 | ) | $ | (2,534 | ) | ||||||||||
Schedule of Condensed Income Statement | ' | ||||||||||||||||||||||||
March 14, 2014 - March 31, 2014 | |||||||||||||||||||||||||
Revenues | $ | 255 | |||||||||||||||||||||||
Net loss | $ | (167 | ) |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
Our inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and we review inventory balances for excess and obsolete inventory levels on a quarterly basis. | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Raw materials | $ | 2,407 | $ | 2,619 | ||||
Work-in-process | 3,048 | 3,189 | ||||||
Finished goods | 669 | 616 | ||||||
6,124 | 6,424 | |||||||
Less reserve for excess and obsolete inventories | (2,369 | ) | (2,543 | ) | ||||
Inventories, net | $ | 3,755 | $ | 3,881 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 23,216 | $ | 22,596 | ||||
Computer hardware and software | 2,520 | 2,497 | ||||||
Leasehold improvements | 900 | 861 | ||||||
26,636 | 25,954 | |||||||
Accumulated depreciation | (22,122 | ) | (21,801 | ) | ||||
Property and equipment, net | $ | 4,514 | $ | 4,153 | ||||
Intangibles_and_Goodwill_Table
Intangibles and Goodwill (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Intangible Assets and Goodwill | ' | ||||||||||||||
31-Dec-13 | |||||||||||||||
Weighted Average Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | ||||||||||||
Intangible assets with infinite useful lives: | |||||||||||||||
Goodwill | Indefinite | $ | 184 | $ | — | $ | 184 | ||||||||
Intangible assets with finite useful lives: | |||||||||||||||
Customer relationships | 3.5 | $ | 2,940 | $ | (2,622 | ) | $ | 318 | |||||||
Patents | 4.9 | 141 | (106 | ) | 35 | ||||||||||
Total intangible assets, net | $ | 3,081 | $ | (2,728 | ) | $ | 353 | ||||||||
31-Mar-14 | |||||||||||||||
Weighted Average Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net (1) | ||||||||||||
Intangible assets with infinite useful lives: | |||||||||||||||
Goodwill (2) | Indefinite | $ | 1,459 | $ | — | $ | 1,459 | ||||||||
Intangible assets with finite useful lives: | |||||||||||||||
Customer relationships (2) | 8.3 | $ | 4,850 | $ | (2,682 | ) | $ | 2,168 | |||||||
Trademarks (2) | 9 | 600 | (3 | ) | 597 | ||||||||||
Patents | 4.8 | 141 | (108 | ) | 33 | ||||||||||
Covenants not to compete (2) | 5 | 70 | (1 | ) | 69 | ||||||||||
Total intangible assets, net | $ | 5,661 | $ | (2,794 | ) | $ | 2,867 | ||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Schedule of Restructuring and Related Costs | ' | ||||||||||||||||
The following table includes information regarding our Facilities restructuring initiative: | |||||||||||||||||
(in thousands) | Accrued at December 31, 2013 | Accrued Costs | Cash Payments and Other Reductions | Accrued at March 31, 2014 | |||||||||||||
Total Facilities restructuring initiative | $ | — | $ | 414 | $ | 256 | $ | 158 | |||||||||
The following table includes information regarding our Diagnostic Imaging restructuring initiative: | |||||||||||||||||
(in thousands) | Accrued at December 31, 2013 | Accrued Costs | Cash Payments and Other Reductions | Accrued at March 31, 2014 | |||||||||||||
Total Diagnostic Imaging restructuring initiative | $ | 489 | $ | 27 | $ | 396 | $ | 120 | |||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | ' | |||||||||||||||||
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at March 31, 2014 and December 31, 2013. | ||||||||||||||||||
Fair Value as of March 31, 2014 | ||||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | ||||||||||||||||||
Corporate debt securities | $ | — | $ | 9,871 | $ | — | $ | 9,871 | ||||||||||
Liabilities: | ||||||||||||||||||
Acquisition related contingent consideration | $ | — | $ | — | $ | 220 | $ | 220 | ||||||||||
Fair Value as of December 31, 2013 | ||||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets: | ||||||||||||||||||
Corporate debt securities | $ | — | $ | 7,673 | $ | — | $ | 7,673 | ||||||||||
Available-for-sale Securities | ' | |||||||||||||||||
The following table sets forth the composition of securities available-for-sale as of March 31, 2014 and December 31, 2013. | ||||||||||||||||||
Maturity in | Amortized Cost | Unrealized | Fair Value | |||||||||||||||
As of March 31, 2014 (in thousands) | Years | Gains | Losses | |||||||||||||||
Corporate debt securities | 3 or less | $ | 9,891 | $ | 6 | $ | (26 | ) | $ | 9,871 | ||||||||
Maturity in | Amortized Cost | Unrealized | Fair Value | |||||||||||||||
As of December 31, 2013 (in thousands) | Years | Gains | Losses | |||||||||||||||
Corporate debt securities | 3 or less | $ | 7,675 | $ | — | $ | (2 | ) | $ | 7,673 | ||||||||
Commitments_And_Contingencies_1
Commitments And Contingencies Leases (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Leases [Abstract] | ' | ||||||
Schedule of Property Subject to or Available for Operating Lease | ' | ||||||
Operating | Capital | ||||||
Leases | Leases | ||||||
2014 | $ | 662 | $ | 161 | |||
2015 | 883 | 214 | |||||
2016 | 522 | 140 | |||||
2017 | 258 | 24 | |||||
2018 | 215 | 3 | |||||
2019 | 221 | — | |||||
Thereafter | 266 | — | |||||
Total minimum lease payments | $ | 3,027 | $ | 542 | |||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||
Our reportable segments have been determined based on the nature of the products and/or services offered to customers or the nature of their function in the organization. We evaluate performance based on the operating income (loss) contributed by each segment. | ||||||||
On March 13, 2014, we acquired all the outstanding membership interest of Telerhythmics, LLC (See Note 3). As part of the acquisition, we evaluated Telerhythmics' business operations, both on a quantitative and qualitative basis, and determined its business operations appropriately met the criteria to be aggregated with our Diagnostic Services business in accordance with the authoritative accounting guidance for segment reporting. The Diagnostic Services reportable segment was renamed in conjunction with the acquisition from Digirad Imaging Solutions. | ||||||||
The financial results below for the three months ended March 31, 2014 include the financial results of Telerhythmics, LLC for the period since the acquisition date of March 13, 2014. | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Gross profit by segment: | ||||||||
Diagnostic Services | $ | 2,021 | $ | 2,114 | ||||
Diagnostic Imaging | 1,421 | 703 | ||||||
Condensed consolidated gross profit | $ | 3,442 | $ | 2,817 | ||||
Income (loss) from operations by segment: | ||||||||
Diagnostic Services | $ | (333 | ) | $ | (144 | ) | ||
Diagnostic Imaging (1) | 178 | (2,265 | ) | |||||
Condensed consolidated loss from operations | $ | (155 | ) | $ | (2,409 | ) | ||
Depreciation and amortization: | ||||||||
Diagnostic Services | $ | 375 | $ | 392 | ||||
Diagnostic Imaging | 78 | 101 | ||||||
Condensed consolidated depreciation and amortization | $ | 453 | $ | 493 | ||||
Reconciliation of Assets from Segment to Consolidated | ' | |||||||
(in thousands) | As of March 31, 2014 | As of December 31, 2013 | ||||||
Identifiable assets by segment: | ||||||||
Diagnostic Services | $ | 15,172 | $ | 11,874 | ||||
Diagnostic Imaging | 25,387 | 29,577 | ||||||
Condensed Consolidated assets | $ | 40,559 | $ | 41,451 | ||||
(1) Included in the Diagnostic Imaging income (loss) from operations for the three months ended March 31, 2014 and 2013, are approximately $0.4 million and $1.0 million of charges, respectively, associated with our Diagnostic Imaging restructuring initiative (See Note 7) |
The_Company_Details
The Company (Details) | 3 Months Ended |
Mar. 31, 2014 | |
segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of reportable segments | 2 |
Basic_and_Diluted_Net_Income_p
Basic and Diluted Net Income per Share (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' |
Weighted average shares outstanding – basic | 18,518 | 19,322 |
Dilutive potential common stock outstanding: | ' | ' |
Stock options | 0 | 0 |
Restricted stock units | 0 | 0 |
Weighted average shares outstanding – diluted | 18,518 | 19,322 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 373 | 319 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 373 | 303 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 16 |
Acquisition_of_Telerhythmics_D
Acquisition of Telerhythmics (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 13, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Expected Working Capital Adjustment | ' | ' | ' | $49,000 |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | 100.00% |
Business Acquisition, Cost of Acquired Entity, Cash Paid | 3,520,000 | 3,520,000 | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | 220,000 | 220,000 | ' | 501,000 |
Percentage Of EBITDA To Be Received | 50.00% | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 400,000 | 400,000 | ' | ' |
Accounts receivable, net | ' | ' | ' | 200,000 |
Other current assets | ' | ' | ' | 41,000 |
Total current assets | ' | ' | ' | 241,000 |
Property and equipment, net | ' | ' | ' | 290,000 |
Intangible assets, net | ' | ' | ' | 2,580,000 |
Goodwill | ' | ' | ' | 1,275,000 |
Total assets | ' | ' | ' | 4,386,000 |
Accounts payable | ' | ' | ' | 36,000 |
Current portion of long-term debt | ' | ' | ' | 131,000 |
Total current liabilities | ' | ' | ' | 692,000 |
Other liabilities | ' | ' | ' | 174,000 |
Total liabilities | ' | ' | ' | 866,000 |
Gross Profit | ' | 3,442,000 | 2,817,000 | ' |
Operating Expenses | ' | 3,597,000 | 5,226,000 | ' |
Income Tax Expense (Benefit) | ' | 2,000 | 32,000 | ' |
Revenues | ' | 14,152,000 | 12,959,000 | ' |
Net income (loss) | ' | 26,000 | -2,534,000 | ' |
Revenues | 255,000 | ' | ' | ' |
Net loss | -167,000 | -148,000 | -2,419,000 | ' |
Business Acquisition, Cost of Acquired Entity, Transaction Costs | 155,000 | 155,000 | ' | ' |
Year one [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | ' | ' | ' | 415,000 |
Year two [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | ' | ' | ' | 825,000 |
Year three [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, Potential Cash Payment | ' | ' | ' | 825,000 |
accrued compensation [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accrued Liabilities | ' | ' | ' | 169,000 |
other accrued liabilities [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accrued Liabilities | ' | ' | ' | 356,000 |
Telerhythmics [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Revenues | ' | 1,410,000 | 1,413,000 | ' |
Net income (loss) | ' | 7,000 | -115,000 | ' |
digirad [Member] | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' |
Revenues | ' | 12,742,000 | 11,546,000 | ' |
Net income (loss) | ' | $19,000 | ($2,419,000) | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $2,407 | $2,619 |
Work-in-process | 3,048 | 3,189 |
Finished goods | 669 | 616 |
Inventory, gross | 6,124 | 6,424 |
Less reserve for excess and obsolete inventories | -2,369 | -2,543 |
Inventories, net | $3,755 | $3,881 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, and equipment, gross | $26,636 | $25,954 |
Accumulated depreciation | -22,122 | -21,801 |
Property and equipment, net | 4,514 | 4,153 |
Machinery and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, and equipment, gross | 23,216 | 22,596 |
Computer hardware and software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, and equipment, gross | 2,520 | 2,497 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, and equipment, gross | $900 | $861 |
Intangibles_and_Goodwill_Detai
Intangibles and Goodwill (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Customer Relationships [Member] | Customer Relationships [Member] | Trademarks [Member] | Patents [Member] | Patents [Member] | Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Gross | $1,459,000 | ' | $184,000 | ' | ' | ' | ' | ' | ' |
Goodwill | 1,459,000 | ' | 184,000 | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | '8 years 3 months 18 days | '3 years 6 months | '8 years 11 months 15 days | '4 years 9 months 18 days | '4 years 10 months 24 days | '4 years 11 months 15 days |
Finite-Lived Intangible Assets, Gross | 5,661,000 | ' | 3,081,000 | 4,850,000 | 2,940,000 | 600,000 | 141,000 | 141,000 | 70,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | -2,794,000 | ' | -2,728,000 | -2,682,000 | -2,622,000 | -3,000 | -108,000 | -106,000 | -1,000 |
Finite-Lived Intangible Assets, Net | 2,867,000 | ' | 353,000 | 2,168,000 | 318,000 | 597,000 | 33,000 | 35,000 | 69,000 |
Amortization of intangible assets | 66,000 | 66,000 | ' | ' | ' | ' | ' | ' | ' |
2014 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring_Charges_Narrativ
Restructuring Charges - Narrative (Details) (USD $) | 3 Months Ended | 15 Months Ended | 3 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 24, 2014 | Jan. 23, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Diagnostic Imaging Initiative [Member] | Diagnostic Imaging Initiative [Member] | Diagnostic Imaging Initiative [Member] | Facilities Restructuring Initiative [Member] | Facilities Restructuring Initiative [Member] | Facilities Restructuring Initiative [Member] | Facilities Restructuring Initiative [Member] | Facilities Restructuring Initiative [Member] | |||
Employee Severance [Member] | sqft | sqft | Minimum [Member] | Maximum [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of Real Estate Property | ' | ' | ' | ' | ' | ' | 47,000 | 21,300 | ' | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | $700,000 |
Estimated employee related restructuring charges | ' | ' | ' | 1,800,000 | 1,600,000 | 400,000 | ' | ' | ' | ' |
Restructuring charges | $441,000 | $1,004,000 | $27,000 | ' | ' | $414,000 | ' | ' | ' | ' |
Restructuring_Charges_Diagnost
Restructuring Charges - Diagnostic Imaging Restructuring Initiative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued Costs | $441 | $1,004 |
Diagnostic Imaging Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued at December 31, 2013 | 489 | ' |
Accrued Costs | 27 | ' |
Cash Payments and Other Reductions | 396 | ' |
Accrued at March 31, 2014 | $120 | ' |
Restructuring_Charges_Faciliti
Restructuring Charges - Facilities restructuring initiative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | $441,000 | $1,004,000 |
Facilities Restructuring Initiative [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued at December 31, 2013 | 0 | ' |
Restructuring and Related Cost, Incurred Cost | 400,000 | ' |
Restructuring charges | 414,000 | ' |
Cash Payments and Other Reductions | 256,000 | ' |
Accrued at March 31, 2014 | $158,000 | ' |
Financial_Instruments_Assets_a
Financial Instruments Assets and Liabilities at Fair Value on a Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition related contingent consideration | $0 | ' |
Level 1 | Corporate debt securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate debt securities | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition related contingent consideration | 0 | ' |
Level 2 | Corporate debt securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate debt securities | 9,871 | 7,673 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition related contingent consideration | 220 | ' |
Level 3 | Corporate debt securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate debt securities | 0 | 0 |
Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition related contingent consideration | 220 | ' |
Total | Corporate debt securities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate debt securities | $9,871 | $7,673 |
Financial_Instruments_Securiti
Financial Instruments Securities Available for Sale (Details) (3 or less, Corporate debt securities, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
3 or less | Corporate debt securities | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Maturities in Years | '3 years | '3 years |
Amortized Cost | $9,891 | $7,675 |
Unrealized Gains | 6 | 0 |
Unrealized Losses | -26 | -2 |
Fair Value | $9,871 | $7,673 |
Recovered_Sheet1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Rent expense | $400,000 |
2014 | 662,000 |
2015 | 883,000 |
2016 | 522,000 |
2017 | 258,000 |
2018 | 215,000 |
2019 | 221,000 |
Thereafter | 266,000 |
Total minimum lease payments | 3,027,000 |
2014 | 161,000 |
2015 | 214,000 |
2016 | 140,000 |
2017 | 24,000 |
2018 | 3,000 |
2019 | 0 |
Thereafter | 0 |
Total minimum lease payments | $542,000 |
Income_Tax_Details
Income Tax (Details) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | ' |
Unrecognized tax benefits | $1.60 |
Unrecognized tax benefits that would impact effective tax rate | $1.30 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | |
Gross profit by segment: | $3,442 | $2,817 | |
Income (loss) from operations by segment: | -155 | -2,409 | |
Depreciation and amortization: | 453 | 493 | |
DIS [Member] | ' | ' | |
Segment Reporting Information [Line Items] | ' | ' | |
Gross profit by segment: | 2,021 | 2,114 | |
Income (loss) from operations by segment: | -333 | -144 | |
Depreciation and amortization: | 375 | 392 | |
Diagnostic Imaging [Member] | ' | ' | |
Segment Reporting Information [Line Items] | ' | ' | |
Gross profit by segment: | 1,421 | 703 | |
Income (loss) from operations by segment: | 178 | [1] | -2,265 |
Depreciation and amortization: | $78 | $101 | |
[1] | Included in the Diagnostic Imaging income (loss) from operations for the three months ended March 31, 2014 and 2013, are approximately $0.4 million and $1.0 million of charges, respectively, associated with our Diagnostic Imaging restructuring initiative (See Note 7) |
Segments_Asset_by_Segment_Deta
Segments Asset by Segment Detail (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Identifiable assets by segment | $40,559 | ' | $41,451 |
Restructuring charges | 441 | 1,004 | ' |
Diagnostic Services | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Identifiable assets by segment | 15,172 | ' | 11,874 |
Diagnostic Imaging | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Identifiable assets by segment | $25,387 | ' | $29,577 |
Subsequent_Event_Dividend_Deta
Subsequent Event Dividend (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | 1-May-14 | |
Subsequent event | |||
Subsequent Event [Line Items] | ' | ' | ' |
Dividends declared per common share | $0.05 | $0 | $0.05 |