Basis Of Presentation And Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2014 |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies |
Basis of Presentation |
The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (GAAP) and include the financial statements of the Company and its wholly owned subsidiaries. GAAP 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. All significant intercompany accounts and transactions have been eliminated. |
The financial results for the year ended December 31, 2014 include the financial results of Telerhythmics, LLC for the period since the acquisition date of March 13, 2014. See Note 3 to the audited consolidated financial statements for more information related to the acquisition of Telerhythmics, LLC. |
Revenue Recognition |
We derive revenues primarily from providing in-office services related to the performance of cardiac diagnostic imaging procedures, cardiac event monitoring, and from selling and servicing solid-state digital gamma cameras. We recognize revenue in accordance with the authoritative guidance for revenue recognition, when all of the following four criteria are met: (i) a contract or sales arrangement exists; (ii) products have been shipped and title has transferred or services have been rendered; (iii) the price of the products or services is fixed or determinable; and (iv) collectability is reasonably assured. The timing of revenue recognition is based upon factors such as passage of title and risk of loss, the need for installation, and customer acceptance. These factors are based on the specific terms of each contract or sales arrangement. |
Diagnostic Services imaging services revenue is derived from our ability to provide our physician customers with our services, which includes use of our imaging system, qualified personnel, and related items required to perform imaging in their own offices and bill Medicare, Medicaid, and other payors for in-office nuclear and ultrasound diagnostic imaging procedures. Revenue related to Diagnostic Imaging services is recognized at the time services are performed and collection is reasonably assured. Diagnostic Services imaging services are generally billed on a per-day basis under annual contracts for nuclear diagnostic imaging, which specify the number of days of service to be provided, or on a flat rate month-to-month basis for ultrasound imaging. |
Our cardiac event monitoring services are provided primarily through an independent diagnostic testing facility model which allows us to bill Medicare, Medicaid, or one of the third-party healthcare insurers directly for services provided. We also receive reimbursement directly from patients through co-pays and self-pay arrangements. Billings for services reimbursed by third-party payors, including Medicare, are recorded as revenue net of contractual allowances. Contractual allowances are estimated based on historical collections by Current Procedural Terminology (CPT) code for specific payors, or class of payors. Adjustments to the estimated receipts, based on final settlement with the third party payors, are recorded upon settlement. |
Diagnostic Imaging product revenues are generated from the sales of gamma cameras and follow-on maintenance service contracts. We generally recognize revenue upon delivery and acceptance by customers. We also provide installation and training for camera sales in the United States. Installation and initial training is generally performed shortly after delivery and represents a cost which we accrue at the time revenue is recognized. Neither service is essential to the functionality of the product. Maintenance services are sold beyond the term of the warranty, which is generally one year from the date of purchase. Revenue from these contracts is deferred and recognized ratably over the period of the obligation and is included in Diagnostic Imaging sales. |
Multiple Element Arrangements |
In fiscal year 2013, we sold all of our assets specifically related to an uncommercialized surgical imaging system previously in development, as well as licensed certain existing Company technology. The transaction was accounted for in accordance with the authoritative guidance for multiple element arrangements. We identified the deliverables at the inception of the agreement and determined which items had value to the customer on a standalone basis, and were therefore separate units of accounting. Non-contingent arrangement consideration was allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each unit of accounting was determined using best estimate of selling price, because neither vendor specific objective evidence (VSOE) of selling price nor third-party evidence of selling price existed for the units of accounting. The non-contingent amount of arrangement consideration allocated to each unit of account was recognized upon performance and delivery of the related unit of accounting. |
Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Significant estimates and judgments include those related to revenue recognition, multiple element arrangements, reserves for doubtful accounts and contractual allowances, and inventory valuation. Actual results could differ from those estimates. |
Concentration of Credit Risk and Significant Customers |
Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We limit our exposure to credit loss by placing our cash and investments in high credit quality financial institutions and investment grade corporate debt securities. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. For 2014, Emory Healthcare represented 10.9% of our consolidated revenues and 14.3% of our Diagnostic Services revenues. Prior to 2014, no single customer exceeded 10% of our consolidated revenues. We believe we have good relations with Emory Healthcare, however, if we were to lose Emory Healthcare as a customer, it would likely have a material adverse affect on our operations. |
Fair Value of Financial Instruments |
The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Our financial instruments primarily consist of cash equivalents, securities available-for-sale, accounts receivable, other current assets, restricted cash, accounts payable, contingent consideration, and other current liabilities. The carrying amount of these financial instruments generally approximate fair value due to their short term nature. Securities available-for-sale are recorded at fair value. |
Cash and Cash Equivalents |
We consider all investments with a maturity of three months or less when acquired to be cash equivalents. |
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 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 consolidated statements of comprehensive income (loss). The realized gains and losses on these sales were minimal for the years ended December 31, 2014 and 2013. |
The following table sets forth the composition of securities available-for-sale as of December 31, 2014 and 2013 (in thousands): |
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As of December 31, 2014 | | Maturity in | | Amortized Cost | | Unrealized | | Fair Value |
Years |
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Corporate debt securities | | Less than 1 year | | $ | 4,650 | | | $ | — | | | $ | (5 | ) | | $ | 4,645 | |
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Corporate debt securities | | 1-3 years | | 3,304 | | | — | | | (14 | ) | | 3,290 | |
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| | | | $ | 7,954 | | | $ | — | | | $ | (19 | ) | | $ | 7,935 | |
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As of December 31, 2013 | | Maturity in | | Amortized Cost | | Unrealized | | Fair Value |
Years |
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Corporate debt securities | | Less than 1 year | | $ | 2,176 | | | $ | 5 | | | $ | — | | | $ | 2,181 | |
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Corporate debt securities | | 1-3 years | | 5,499 | | | — | | | (7 | ) | | 5,492 | |
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| | | | $ | 7,675 | | | $ | 5 | | | $ | (7 | ) | | $ | 7,673 | |
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Allowance for Doubtful Accounts, Billing Adjustments, and Contractual Allowances |
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Accounts receivable consist principally of trade receivables from customers and government or third-party healthcare insurance providers, and are generally unsecured and due within 30 days. Expected credit losses related to trade accounts receivable are recorded as an allowance for doubtful accounts within accounts receivable, net in the consolidated balance sheets. The provision for doubtful accounts is charged to general and administrative expenses. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. |
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Within Diagnostic Services, we record adjustments and credit memos that represent billing adjustments subsequent to the performance of service. A provision for billing adjustments is charged against Diagnostic Services revenues. |
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Our cardiac event monitoring services are provided primarily through an independent diagnostic testing facility model which allows us to bill Medicare, Medicaid, or one of the third-party healthcare insurers directly for services provided. Accounts receivable related to cardiac event monitoring are recorded at the time revenue is recognized, net of contractual allowances. Contractual allowances are estimated based on historical collections by Current Procedural Terminology (CPT) code for specific payors, or class of payors. A provision for contractual allowances is charged against Diagnostic Services revenues. |
The following table summarizes our allowance for doubtful accounts, billing adjustments and contractual allowances as of and for the years ended December 31, 2014, 2013, and 2012 (in thousands): |
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| | Allowance for Doubtful Accounts (1) | | Reserve for Billing | | Reserve for Contractual Allowances (2) | | | | | | |
Adjustments (2) | | | | | | |
Balance at December 31, 2011 | | $ | 748 | | | $ | 356 | | | $ | — | | | | | | | |
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Provision adjustment | | 224 | | | 232 | | | — | | | | | | | |
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Write-offs and recoveries, net | | (459 | ) | | (507 | ) | | — | | | | | | | |
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Balance at December 31, 2012 | | 513 | | | 81 | | | — | | | | | | | |
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Provision adjustment | | (150 | ) | | 29 | | | — | | | | | | | |
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Write-offs and recoveries, net | | (93 | ) | | (102 | ) | | — | | | | | | | |
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Balance at December 31, 2013 | | 270 | | | 8 | | | — | | | | | | | |
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Provision adjustment | | 571 | | | 99 | | | 18,675 | | | | | | | |
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Write-offs and recoveries, net | | (577 | ) | | (100 | ) | | (17,968 | ) | | | | | | |
Balance at December 31, 2014 | | $ | 264 | | | $ | 7 | | | $ | 707 | | | | | | | |
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(1) | The provision was charged against general and administrative expenses. | | | | | | | | | | | | | | | | | |
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(2) | The provision was charged against Diagnostic Services revenue. | | | | | | | | | | | | | | | | | |
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. Costs include material, labor, and manufacturing overhead costs. We rely on historical information to support our excess and obsolete reserves and utilize our business judgment with respect to estimated future demand. Per our policy, we generally reserve 100% of the cost of inventory quantities in excess of a defined period of demand. Once inventory is reserved, we do not adjust the reserve balance until the inventory is sold or disposed. |
As a result of the Diagnostic Imaging restructuring initiative announced in February 2013, we recorded approximately $1.2 million of reserve for excess and obsolete inventory for the year ended December 31, 2012. |
The following table summarizes our reserves for excess and obsolete inventory as of and for the years ended December 31, 2014, 2013, and 2012 (in thousands): |
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| Reserve for Excess and | | | | | | | | | | | | | | | |
Obsolete Inventories (1) | | | | | | | | | | | | | | | |
Balance at December 31, 2011 | $ | 1,593 | | | | | | | | | | | | | | | | |
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Provision adjustment | 1,164 | | | | | | | | | | | | | | | | |
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Write-offs and scrap | (192 | ) | | | | | | | | | | | | | | | |
Balance at December 31, 2012 | 2,565 | | | | | | | | | | | | | | | | |
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Provision adjustment | 210 | | | | | | | | | | | | | | | | |
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Write-offs and scrap | (232 | ) | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | 2,543 | | | | | | | | | | | | | | | | |
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Provision adjustment | (630 | ) | | | | | | | | | | | | | | | |
Write-offs and scrap | — | | | | | | | | | | | | | | | | |
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Balance at December 31, 2014 | $ | 1,913 | | | | | | | | | | | | | | | | |
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(1) | The provision was charged against Diagnostic Imaging cost of revenues. | | | | | | | | | | | | | | | | | |
Long-Lived Assets including Finite Lived Purchased Intangible Assets |
Long-lived assets consist of property and equipment and finite lived intangible assets. We record property and equipment at cost, and record other intangible assets based on their fair values at the date of acquisition. We calculate depreciation on property and equipment using the straight-line method over the estimated useful life of the assets which average 6 years for machinery and equipment, 3 years for computer hardware and software, and the lower of the lease term or an average of 5 years for leasehold improvements. Charges related to amortization of assets recorded under capital leases are included within depreciation expense. We calculate amortization on other intangible assets using either the accelerated or the straight-line method over the estimated useful life of the assets, based on when we expect to receive cash inflows generated by the intangible assets. Estimated useful lives for intangibles range from 5 to 9 years years for customer relationships, 9 years for trademarks, 8 to 15 years for patents, and 5 years for covenants not to compete. |
Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. No impairment losses were recorded on long-lived assets during the years ended December 31, 2014, 2013, and 2012. |
Valuation of Goodwill |
We review goodwill for impairment on an annual basis during the fourth quarter, as well as when events or changes in circumstances indicate that the carrying value may not be recoverable. We begin the process by assessing qualitative factors in determining whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. After performing the aforementioned assessment and upon review of the results of such assessment, we may begin performing step one of the two-step impairment analysis by quantitatively comparing the fair value of the reporting unit with goodwill to the carrying value of its long-term assets. If the carrying value of the long-term assets exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test, whereby the carrying value of the reporting unit’s goodwill is compared to its implied fair value. If the carrying value of the goodwill exceeds the implied fair value, an impairment loss equal to the difference would be recorded. |
Restricted Cash |
As of December 31, 2014, we held $0.5 million of money market funds that are restricted from withdrawal as they are held as collateral for letters of credit related to our workers' compensation insurance policy and the building lease for the Poway, CA facility. |
Restructuring |
Restructuring costs are included in income (loss) from operations within the consolidated statements of comprehensive income (loss). Losses on property and equipment are recorded consistent with our accounting policy related to long-lived assets. One-time termination benefits are recorded at the time they are communicated to the affected employees. Losses on property lease obligations are recorded when the lease is abandoned or when the contract is terminated. |
In February 2013, we announced a plan to restructure our Diagnostic Imaging business. In addition, we announced a plan in January 2014 to exit our 47,000 square foot former headquarters facility in Poway, California. Both restructuring initiatives were complete as of December 31, 2014. See Note 11 to the audited consolidated financial statements for further information. |
Shipping and Handling Fees and Costs |
We record all shipping and handling billings to customers as revenue earned for the goods provided. Shipping and handling costs are included in cost of revenues and totaled $0.5 million, $0.2 million, and $0.2 million for the years ended December 31, 2014, 2013, and 2012, respectively. |
Share-Based Compensation |
We account for share-based awards exchanged for services in accordance with the authoritative guidance for share-based compensation. Under this guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the requisite service period. |
Warranty |
We generally provide a 12 month warranty on our gamma cameras. We accrue the estimated cost of this warranty at the time revenue is recorded and charge warranty expense to Diagnostic Imaging cost of revenues. Warranty reserves are established based on historical experience with failure rates and repair costs and the number of systems covered by warranty. Warranty reserves are depleted as gamma cameras are repaired. The costs consist principally of materials, personnel, overhead, and transportation. We review warranty reserves quarterly and, if necessary, make adjustments. |
The activities related to our warranty reserve for the years ended December 31, 2014, 2013, and 2012 are as follows (in thousands): |
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| | Year Ended December 31, | | | | | | |
| | 2014 | | 2013 | | 2012 | | | | | | |
Balance at beginning of year | | $ | 137 | | | $ | 326 | | | $ | 297 | | | | | | | |
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Charges to Diagnostic Imaging cost of revenues | | 286 | | | 149 | | | 453 | | | | | | | |
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Applied to liability | | (247 | ) | | (338 | ) | | (424 | ) | | | | | | |
Balance at end of year | | $ | 176 | | | $ | 137 | | | $ | 326 | | | | | | | |
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Research and Development |
Research and development costs are expensed as incurred. |
Advertising Costs |
Advertising costs are expensed as incurred. Total advertising costs for each of the years ended December 31, 2014, 2013, and 2012 were $0.2 million, $0.3 million, and $0.5 million, respectively. |
Basic and Diluted Net Income (Loss) Per Share |
Basic earnings per share (EPS) is calculated by dividing net income or loss by the weighted average number of common shares and vested restricted stock units outstanding. Diluted EPS is computed by dividing net income or loss by the weighted average number of common shares and vested restricted stock units outstanding and the weighted average number of dilutive common stock equivalents, including stock options and non-vested restricted stock units under the treasury stock method. Common stock equivalents are only included in the diluted earnings per share calculation when their effect is dilutive. Shares used to compute basic net income (loss) per share include 5,063, 44,522, and 221,335 vested restricted stock units for the years ended December 31, 2014, 2013, and 2012, respectively. |
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The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated (in thousands, except per share amounts): |
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| | Year Ended December 31, | | | | | | |
| | 2014 | | 2013 | | 2012 | | | | | | |
Net income (loss) | | $ | 2,475 | | | $ | 264 | | | $ | (4,924 | ) | | | | | | |
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Shares used to compute basic net income (loss) per share | | 18,571 | | | 18,789 | | | 19,274 | | | | | | | |
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Dilutive potential common shares: | | | | | | | | | | | | |
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Stock options | | 307 | | | 359 | | | — | | | | | | | |
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Restricted stock units | | — | | | 11 | | | — | | | | | | | |
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Shares used to compute diluted net income (loss) per share | | 18,878 | | | 19,159 | | | 19,274 | | | | | | | |
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Basic net income (loss) per share | | $ | 0.13 | | | $ | 0.01 | | | $ | (0.26 | ) | | | | | | |
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Diluted net income (loss) per share | | $ | 0.13 | | | $ | 0.01 | | | $ | (0.26 | ) | | | | | | |
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Antidilutive common stock equivalents are excluded from the computation of diluted earnings per share. Stock options and restricted stock units are antidilutive when the assumed proceeds per share are greater than the average market price of the common shares. In addition, in periods where net losses are incurred, stock options and restricted stock units with assumed proceeds per share less than the average market price of the common shares become antidilutive as well. |
The number of common share equivalents that were antidilutive due to the assumed proceeds per share being greater than the average market price of the common shares were 66,917, 177,891, and 268,662 for the years ended December 31, 2014, 2013, and 2012, respectively. |
Since we incurred a net loss for the year ended December 31, 2012, an incremental 403,670 common share equivalents were excluded from the computation of diluted net loss per share for year ended December 31, 2012, as its effect would be antidilutive due to the net loss position. |
Other Comprehensive Loss |
Other comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes unrealized losses on our marketable securities. |
Income Taxes |
We account for income taxes in accordance with the related authoritative guidance, which sets forth an asset and liability approach that requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is more likely than not expected to be realized. In making such a determination, a review of all available positive and negative evidence must be considered, including scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. |
The authoritative guidance for income taxes defines a recognition threshold and measurement attributes for financial statement recognition and measurement of a tax provision taken or expected to be taken in a tax return. The guidance also provides direction on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under the guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. We recognize interest and penalties related to uncertain tax positions as a component of the income tax provision. |
Acquisitions |
On March 13, 2014, we acquired 100% of the membership interest of Telerhythmics, LLC (Telerhythmics), a provider of 24-hour cardiac monitoring services. We paid to the sellers of the membership interest (the Sellers) aggregate up-front consideration of $3.4 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 acquisition was accounted for as a business combination. See Note 3 to the audited consolidated financial statements for further information. |
On December 31, 2012, we acquired the operating assets of a nuclear and ultrasound imaging business located in the Southeastern U.S. The total purchase price was $500,000, including forgiveness of a $25,000 note receivable. Of the net purchase price, $340,000 was allocated to intangible assets and $135,000 to property, plant and equipment. The acquisition was accounted for as a business combination. |
Accounting Standards Updates |
In February 2013, the Financial Accounting Standards Board (FASB) issued guidance on disclosure requirements for items reclassified out of accumulated other comprehensive income. This new guidance requires entities to present (either on the face of the statement of operations or in the notes to the financial statements) the effects on the line items in the statement of operations for amounts reclassified out of accumulated other comprehensive income. We adopted this guidance beginning on January 1, 2013. The adoption did not have an effect on our financial condition or results of operations, and only resulted in a change to financial statement presentation and disclosure. |
In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers which supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The guidance allows for either full retrospective or modified retrospective adoption and will become effective for us in the first quarter of 2017. We are currently evaluating the alternative transition methods and the potential effects of the adoption of this guidance on our financial statements. |