Acquisitions | Acquisitions DMS Health Technologies (2016) On January 1, 2016, pursuant to the Stock Purchase Agreement, dated as of October 13, 2015 and as amended on December 31, 2015 (the “Purchase Agreement”), we completed the acquisition of all issued and outstanding stock of Project Rendezvous Holding Corporation ("PRHC"), the ultimate parent company of DMS Health Technologies (collectively referred to hereinafter as "DMS Health Technologies" or "DMS Health"). DMS Health Technologies offers mobile diagnostic imaging across multiple imaging modalities as well as other imaging and healthcare services. These services are provided to regional and rural hospitals and institutions throughout the United States. In addition, DMS Health, through an exclusive relationship with Philips Healthcare, sells and services Philips' imaging and patient monitoring equipment within a defined region of the upper Midwest region of the United States. With the addition of DMS Health, we added two new reportable segments to Digirad: Mobile Healthcare and Medical Device Sales and Service. The preliminary aggregate purchase price paid at closing was approximately $32.9 million , which included adjustments for pre-existing debt, cash and preliminary working capital adjustments. In June 2016, we agreed on the final working capital adjustment as outlined in the Purchase Agreement. As a result of the settlement, we received proceeds of $0.6 million which was recorded as a reduction to goodwill. The adjusted preliminary purchase price after settlement of the working capital adjustment was $32.3 million as of June 30, 2016 , which consisted of the following: (in thousands) Cash paid to DMS Health stockholders $ 31,368 Cash paid in settlement of share-based compensation awards 1,556 Working capital settlement (600 ) Total purchase price 32,324 Less: cash and cash equivalents acquired (6,842 ) Total purchase price, net of cash acquired $ 25,482 Under the terms of the Purchase Agreement, the Company paid $1.6 million to settle DMS Health's pre-existing employee stock award plan which included a provision for the acceleration of vesting of awards under certain circumstances in connection with a change in control. The amount paid was associated with pre-combination services and included as a component of the purchase price reflected in the table above. The acquisition was funded with a combination of cash-on-hand and the financing made available under the credit facility with Wells Fargo Bank, National Association as further described in Note 8 of the unaudited condensed consolidated financial statements. At closing, we also paid $ 9.4 million for long-term debt outstanding on DMS Health's balance sheet, which was recognized separately from the business combination and presented as a financing activity in the statement of cash flows for the six months ended June 30, 2016 . During the six months ended June 30, 2016 and 2015, we incurred transaction and integration related costs of $ 1.6 million and $0.3 million , respectively, and $3.0 million cumulative to date. These costs are classified as general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income. The acquisition was accounted for under the acquisition method of accounting for business combinations. The allocations of the purchase price below represent the estimated fair values of assets acquired and liabilities assumed, based upon the information available as of June 30, 2016 . These estimates could be adjusted during the measurement period of up to twelve months based on further information regarding events or circumstances which existed at the acquisition date. Such changes could be significant. The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed on the closing date: (in thousands) As originally reported Measurement period adjustments As adjusted Cash and cash equivalents $ 6,842 $ 6,842 Accounts receivable 6,686 6,686 Inventories 324 324 Income taxes receivable 2,062 2,062 Other current and non-current assets 706 706 Property and equipment 26,199 (200 ) 25,999 Intangible assets 10,862 10,862 Goodwill 4,307 (385 ) 3,922 Accounts payable (4,514 ) (4,514 ) Accrued expenses (2,946 ) (2,946 ) Payable to former stockholders (1) (2,062 ) (2,062 ) Deferred revenue (1,677 ) (1,677 ) Debt (9,350 ) (9,350 ) Income taxes payable, noncurrent (949 ) (949 ) Deferred tax liabilities, noncurrent (3,566 ) (15 ) (3,581 ) Total net assets acquired $ 32,924 $ (600 ) $ 32,324 (1) Includes amounts payable to former PRHC stockholders related to tax refund receivables under the terms of the Purchase Agreement. In addition to the working capital settlement adjustment of $0.6 million recorded as a reduction to goodwill during the three months ended June 30, 2016 , the Company has adjusted amounts related to the valuation of property and equipment that was recognized at the acquisition date to reflect new information about the facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Such adjustments resulted in a net decrease of $0.2 million in property and equipment. Depreciation expense for the three months ended June 30, 2016 was decreased by less than $0.1 million to reflect the effect on earnings as a result of the change to the provisional amounts recognized. Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a preliminary valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach. The major assumptions used in arriving at the estimated identifiable intangible asset values included management’s preliminary estimates of future cash flows, discounted at an appropriate rate of return as well as projected customer attrition rates. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The following table summarizes the fair value of acquired identifiable intangible assets as of the acquisition date: (in thousands) Weighted Average Useful Lives (in years) Fair Value Philips Contract 3.3 $ 2,165 Trademarks 6.0 3,823 Customer relationships 10.0 4,874 Total intangible assets acquired, excluding goodwill 7.3 $ 10,862 The goodwill arising from the acquisition relates to the synergies and economies of scale expected from combining the operations of Digirad and DMS Health. The goodwill will be allocated to our Mobile Healthcare and Medical Device Sales and Service segments upon finalization of the purchase price allocation and will not be deductible for federal and state tax reporting purposes. DMS Health's operating results were included in the Company's consolidated results of operations beginning on January 1, 2016. Revenues and operating income for the six months ended June 30, 2016 include revenues and operating income attributable to DMS Health of $31.8 million and $1.3 million , respectively. The following table represents the unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2016 and 2015 as if the acquisition of DMS Health operations had occurred as of January 1, 2015. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2016 2015 2016 2015 Revenues $ 32,090 $ 32,290 $ 63,247 $ 63,483 Net income $ 748 $ 1,239 $ 1,118 $ 2,034 Net income per share: Basic $ 0.04 $ 0.07 $ 0.06 $ 0.11 Diluted $ 0.04 $ 0.06 $ 0.06 $ 0.10 The pro forma information has been adjusted to eliminate acquisition-related costs of $ 1.6 million and $0.3 million , respectively, during the six months ended June 30, 2016 and 2015. The income tax benefit of $12.5 million related to the release of valuation allowance as a result of the acquisition (See Note 10) has also been excluded to give effect to pro forma results that are expected to have a continuing impact on the combined results. The pro forma information for the three and six months ended June 30, 2015 also include primarily adjustments for depreciation related to the fair value of property and equipment acquired, amortization expense related to acquired intangibles, and additional interest expense associated with the Company's financing arrangements relating to this acquisition. The pro forma supplemental information is for informational purposes only, and is not necessarily indicative of what the combined company’s results actually would have been had the acquisition been completed as of the beginning of the periods as indicated. In addition, the pro forma supplemental information does not purport to project the future results of the combined company. MD Office Solutions (2015) On March 5, 2015, we entered into an Agreement of Merger and Plan of Reorganization (the "Merger Agreement") to acquire MD Office Solutions ("MD Office"). MD Office is a provider of in-office nuclear cardiology imaging in the northern and central California regions. The acquisition expands the geographical region in which we are able to provide our in-office nuclear cardiology imaging services. Total consideration related to the Merger Agreement paid to the sellers was 610,000 shares of common stock of Digirad Corporation, with a total value at closing of $2.7 million . The Company issued new shares for the consideration. In addition, there is an earn-out opportunity of up to $0.4 million in cash over approximately three years based on the MD Office business meeting certain earnings before interest, taxes, depreciation, and amortization ("EBITDA") milestones. The sellers will receive fifty percent of the EBITDA generated by the MD Office business in excess of the EBITDA milestone amounts, which are $0.7 million for each of the annual periods ending December 31, 2015, 2016, and 2017, with the target for 2015 being prorated based on the close date. At June 30, 2016 , we have estimated the fair value of the contingent earn-out opportunity to be $0.1 million . The earn-out opportunity is estimated based on the expected performance of the business over the period from the acquisition date through December 31, 2017, 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 below tables display estimated pro forma results for the three and six months ended June 30, 2015 had the business acquisition been completed as of January 1, 2014. In deriving the pro forma results, we utilized the historical operating results of MD Office and adjusted for the impact of the purchase accounting and transaction costs as if the acquisition occurred on January 1, 2014. (in thousands) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Revenues $ 15,547 $ 29,953 Net income $ 1,150 $ 2,045 Included within our consolidated operating results for the three and six months ended June 30, 2015 are MD Office operations for the period March 6, 2015 through June 30, 2015 as follows: (in thousands) Three Months Ended June 30, 2015 Six Months Ended Revenues $ 765 $ 981 Net income (loss) $ 41 $ (78 ) Included within the results for MD Office for the six months ended June 30, 2015 is approximately $0.2 million of transaction costs related to the acquisition. These costs are classified as general and administrative expenses in the consolidated statements of comprehensive income. |