Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | DIGIRAD CORP | ||
Entity Central Index Key | 707,388 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 19,892,557 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 93,778,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations and Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Services | $ 95,511,000 | $ 46,407,000 | $ 42,170,000 |
Product and product-related | 29,956,000 | 14,419,000 | 13,438,000 |
Total revenues | 125,467,000 | 60,826,000 | 55,608,000 |
Cost of revenues: | |||
Services | 75,515,000 | 35,968,000 | 31,721,000 |
Product and product-related | 14,179,000 | 6,949,000 | 7,247,000 |
Total cost of revenues | 89,694,000 | 42,917,000 | 38,968,000 |
Gross profit | 35,773,000 | 17,909,000 | 16,640,000 |
Operating expenses: | |||
Marketing and sales | 10,049,000 | 4,741,000 | 4,730,000 |
General and administrative | 19,988,000 | 9,888,000 | 8,344,000 |
Amortization of intangible assets | 2,313,000 | 506,000 | 356,000 |
Restructuring charges | 0 | 0 | 692,000 |
Goodwill impairment loss | 338,000 | 0 | 0 |
Total operating expenses | 32,688,000 | 15,135,000 | 14,122,000 |
Income from operations | 3,085,000 | 2,774,000 | 2,518,000 |
Other income (expense): | |||
Other income (expense), net | 212,000 | (233,000) | 2,000 |
Interest (expense) income, net | (1,412,000) | (24,000) | 17,000 |
Total other (expense) income | (1,200,000) | (257,000) | 19,000 |
Income before income taxes | 1,885,000 | 2,517,000 | 2,537,000 |
Income tax benefit (expense) | 12,417,000 | 19,123,000 | (62,000) |
Net income | $ 14,302,000 | $ 21,640,000 | $ 2,475,000 |
Net income per share: | |||
Earnings Per Share, Basic (in dollars per share) | $ 0.73 | $ 1.13 | $ 0.13 |
Earnings Per Share, Diluted (in dollars per share) | 0.71 | 1.10 | 0.13 |
Common stock dividends declared (usd per share) | $ 0.20 | $ 0.20 | $ 0.20 |
Other Comprehensive loss: | |||
Unrealized loss on marketable securities | $ (42,000) | $ (221,000) | $ (17,000) |
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | 230,000 | 0 | 0 |
Total other comprehensive loss | 188,000 | (221,000) | (17,000) |
Comprehensive loss | 14,490,000 | 21,419,000 | 2,458,000 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Other Comprehensive loss: | |||
Unrealized loss on marketable securities | $ (221,000) | $ (17,000) | |
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | $ 230,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,203 | $ 15,868 |
Securities available-for-sale (Note 2) | 917 | 3,227 |
Accounts receivable, net | 14,503 | 7,274 |
Inventories, net | 5,987 | 4,381 |
Restricted cash | 2,093 | 764 |
Other current assets | 1,376 | 233 |
Total current assets | 27,079 | 31,747 |
Property and equipment, net | 31,407 | 6,252 |
Intangible assets, net | 11,628 | 3,079 |
Goodwill | 6,237 | 2,897 |
Deferred tax assets | 27,019 | 18,578 |
Restricted cash | 2,100 | 0 |
Deferred tax assets | 793 | 1,560 |
Total assets | 106,263 | 64,113 |
Liabilities and stockholders' equity | ||
Accounts payable | 6,514 | 1,369 |
Accrued compensation | 3,962 | 2,453 |
Accrued warranty | 196 | 213 |
Deferred revenue | 3,123 | 1,673 |
Current portion of long-term debt | 5,358 | 0 |
Other current liabilities | 3,520 | 2,998 |
Total current liabilities | 22,673 | 8,706 |
Long-term debt, net of current portion | 16,070 | 0 |
Other liabilities | 1,039 | 1,252 |
Total liabilities | 39,782 | 9,958 |
Commitments and contingencies | ||
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; 19,892,557 and 19,416,070 shares issued and outstanding (net of treasury shares) at December 31, 2016 and 2015, respectively | 2 | 2 |
Treasury stock, at cost; 2,588,484 shares at December 31, 2016 and 2015 | (5,728) | (5,728) |
Additional paid-in capital | 151,696 | 153,860 |
Accumulated other comprehensive loss | (52) | (240) |
Accumulated deficit | (79,437) | (93,739) |
Total stockholders’ equity | 66,481 | 54,155 |
Total liabilities and stockholders’ equity | $ 106,263 | $ 64,113 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par value (usd per share) | $ 0.0001 | $ 0.0001 |
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 (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 19,892,557 | 19,416,070 |
Common Stock, shares outstanding | 19,892,557 | 19,416,070 |
Treasury stock, shares | 2,588,484 | 2,588,484 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 14,302,000 | $ 21,640,000 | $ 2,475,000 |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation | 7,576,000 | 1,935,000 | 1,579,000 |
Amortization of intangible assets | 2,313,000 | 506,000 | 356,000 |
Provision for bad debts | 542,000 | 266,000 | 311,000 |
Stock-based compensation | 1,024,000 | 616,000 | 326,000 |
Goodwill impairment loss | 338,000 | 0 | 0 |
Amortization of loan fees | 368,000 | 0 | 0 |
(Gain) loss on sale of assets | (83,000) | 67,000 | (77,000) |
Impairment of investment | 413,000 | 233,000 | 0 |
Amortization of premium on investments | 30,000 | 115,000 | 198,000 |
Deferred income taxes | (12,479,000) | (18,599,000) | 21,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,144,000) | (1,246,000) | (614,000) |
Inventories | (1,349,000) | (811,000) | 300,000 |
Other assets | 1,384,000 | 197,000 | (302,000) |
Accounts payable | 439,000 | (203,000) | 776,000 |
Accrued compensation | (1,100,000) | (889,000) | (380,000) |
Deferred revenue | (347,000) | 29,000 | 13,000 |
Other liabilities | (1,393,000) | (380,000) | (469,000) |
Restricted cash | 0 | 244,000 | (233,000) |
Net cash provided by operating activities | 10,834,000 | 3,720,000 | 4,280,000 |
Investing activities | |||
Purchases of property and equipment | (6,185,000) | (1,424,000) | (1,258,000) |
Proceeds from sale of property and equipment | 266,000 | 18,000 | 103,000 |
Purchases of securities available-for-sale | 0 | 0 | (2,617,000) |
Maturities of securities available-for-sale | 2,290,000 | 4,602,000 | 2,140,000 |
Investment in stock | 0 | (1,000,000) | 0 |
Cash paid for acquisitions, net of cash acquired | (25,482,000) | 3,000 | (3,447,000) |
Net cash (used in) provided by investing activities | (29,111,000) | 2,199,000 | (5,079,000) |
Financing activities | |||
Proceeds from long-term borrowings | 37,007,000 | 0 | 0 |
Taxes paid related to net share settlement of equity awards | (24,794,000) | 0 | (131,000) |
Change in restricted cash | (3,143,000) | 0 | 0 |
Change in restricted cash | (504,000) | (300,000) | 0 |
Loan issuance costs | (3,913,000) | (3,833,000) | (3,713,000) |
Proceeds from long-term borrowings | 822,000 | 624,000 | 188,000 |
Taxes paid related to net share settlement of equity awards | (97,000) | 0 | 0 |
Cash paid for contingent consideration for acquisitions | (27,000) | 0 | 0 |
Repayment of obligations under capital leases | (739,000) | (593,000) | (238,000) |
Net cash provided by (used in) financing activities | 4,612,000 | (4,102,000) | (3,894,000) |
Net (decrease) increase in cash and cash equivalents | (13,665,000) | 1,817,000 | (4,693,000) |
Cash and cash equivalents at beginning of year | 15,868,000 | 14,051,000 | 18,744,000 |
Cash and cash equivalents at beginning of year | 2,203,000 | 15,868,000 | 14,051,000 |
Supplemental Information | |||
Interest Paid | 936,000 | 0 | 0 |
Income Taxes Paid | 286,000 | 62,000 | 99,000 |
Non-Cash Investing Activities | |||
Assets acquired by entering into capital lease | 329,000 | 1,393,000 | 521,000 |
Leasehold improvements paid for by lessor | 0 | 0 | 212,000 |
Issuances of common stock for acquisitions | $ 0 | $ 2,684,000 | $ 0 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance (shares) at Dec. 31, 2013 | 18,504,000 | |||||
Balance at Dec. 31, 2013 | $ 33,386 | $ 2 | $ (5,728) | $ 156,968 | $ (2) | $ (117,854) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 326 | 326 | ||||
Issuances of common stock for acquisition | 0 | |||||
Shares issued under stock incentive plans (shares) | 112,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | 188 | 188 | ||||
Dividends paid | (3,713) | (3,713) | ||||
Net income | 2,475 | 2,475 | ||||
Unrealized loss on securities available-for-sale | (17) | (17) | ||||
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | 0 | |||||
Balance (shares) at Dec. 31, 2014 | 18,616,000 | |||||
Balance at Dec. 31, 2014 | 32,645 | $ 2 | (5,728) | 153,769 | (19) | (115,379) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 616 | 616 | ||||
Issuances of common stock for acquisition (shares) | 610,000 | |||||
Issuances of common stock for acquisition | 2,684 | 2,684 | ||||
Shares issued under stock incentive plans (shares) | 190,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | 624 | 624 | ||||
Dividends paid | (3,833) | (3,833) | ||||
Net income | 21,640 | 21,640 | ||||
Unrealized loss on securities available-for-sale | (221) | (221) | ||||
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | $ 0 | |||||
Balance (shares) at Dec. 31, 2015 | 19,416,070 | 19,416,000 | ||||
Balance at Dec. 31, 2015 | $ 54,155 | $ 2 | (5,728) | 153,860 | (240) | (93,739) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 1,024 | 1,024 | ||||
Issuances of common stock for acquisition | 0 | |||||
Shares issued under stock incentive plans (shares) | 476,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | 725 | 725 | ||||
Dividends paid | (3,913) | (3,913) | ||||
Net income | 14,302 | 14,302 | ||||
Unrealized loss on securities available-for-sale | (42) | |||||
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | $ 230 | 230 | ||||
Balance (shares) at Dec. 31, 2016 | 19,892,557 | 19,892,000 | ||||
Balance at Dec. 31, 2016 | $ 66,481 | $ 2 | $ (5,728) | $ 151,696 | $ (52) | $ (79,437) |
The Company (Notes)
The Company (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
The Company [Abstract] | |
The Company | The Company Digirad delivers convenient, effective, and efficient healthcare solutions on an as needed, when needed, and where needed basis. Digirad's diverse portfolio of mobile healthcare solutions and medical equipment and services, including diagnostic imaging and patient monitoring, provides hospitals, physician practices, and imaging centers throughout the United States access to technology and services necessary to provide exceptional patient care in the rapidly changing healthcare environment. On January 1, 2016, we acquired Project Rendezvous Holding Corporation, the holding company of DMS Health Technologies. DMS Health Technologies (“DMS Health”) offers mobile diagnostic imaging across multiple imaging modalities, including Positron Emission Tomography (“PET”), Computed Tomography (“CT”), Magnetic Resonance Imaging (“MRI”) 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 acquisition of DMS Health, we now operate the Company in four reportable segments: 1. Diagnostic Services 2. Diagnostic Imaging 3. Mobile Healthcare 4. Medical Device Sales and Service These four reportable segments are collectively referred to herein as the “Company.” See Note 14 to the audited consolidated financial statements for more information related to the Company's segments. The accompanying consolidated financial statements include the operations of all reportable segments. |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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. All intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. The financial results for the year ended December 31, 2016 include the financial results of DMS Health. See Note 3 to the audited consolidated financial statements for more information related to the acquisition of DMS Health. 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, reserves for doubtful accounts and contractual allowances, inventory valuation, and income taxes. Actual results could differ from those estimates. Revenue Recognition We recognize revenue for all of our reportable segments 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. Services Revenue Recognition. We generate service revenue primarily from providing diagnostic imaging and cardiac monitoring services to our customers. Service revenue within our Diagnostic Imaging and Mobile Healthcare reportable segments is derived from providing our customers with contract diagnostic imaging services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Mobile Healthcare segment, we also rent imaging systems to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month services are provided. Revenue related to provision of our services is recognized at the time services are performed and collection is reasonably assured. We also offer remote cardiac event monitoring services within our Diagnostic Services reportable segment, through our Telerhythmics business. 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 and Medicaid, 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. Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras and Phillips medical equipment and supplies, and related services, which consist primarily of support and maintenance services on products we sell directly or through our relationship with Philips. Diagnostic Imaging product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and camera maintenance service contracts. Revenue for sales of imaging systems is generally recognized upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras we sell, primarily in the United States. Installation and initial training is generally performed shortly after delivery and revenue related to the provision of these services is recognized at the time services are performed and collection is reasonably assured. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts which are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these contracts is deferred and recognized ratably over the period of the obligation. Medical Device Sales and Service product revenues are derived from equipment sales and warranty and post-warranty service efforts, under our exclusive contract with Philips Healthcare. Revenue from equipment sales primarily consists of commission income, which represents the commission the Company earns for selling Philips equipment and supplies to end users, and is reported on a net basis upon delivery. Revenue related to warranty and service contracts that extend over multiple months is accounted for on the proportional-performance method, which the Company deems to be on a straight-line basis. Finally, revenue related to time-and-materials service contracts is recognized in the month services are performed and collection is reasonably assured. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, and accounts receivable. We limit our exposure to credit loss by generally 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. 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. In addition, we own shares of common stock issued by Perma-Fix Medical, a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange. We classify all debt 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. The Perma-Fix Medical equity securities are classified as an other asset (non-current), as the investment is strategic in nature and our current intent is to hold the investment over a several year period. Securities available-for-sale 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. 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 operations and comprehensive income. We recognized a loss of $0.2 million related to available-for-sale securities for the year ended December 31, 2015 due to the initial excess of the transaction price over fair value for the Perma-Fix Medical investment. The realized gains and losses related to securities available-for-sale were minimal for the years ended December 31, 2016 and 2014. 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. During the third quarter of 2016, the Company recognized an other-than-temporary impairment charge of $0.4 million , reflecting the write-down of this investment to its fair market value of approximately $0.3 million , establishing a new cost basis. The Company reviewed various factors in making its determination, including the duration in the decline of value and volatility of the Perma-Fix Medical stock price. While the Company has the intent and ability to hold this investment, there is no indication that the Perma-Fix Medical stock price will rise above the Company's adjusted cost basis within the foreseeable future. The loss is included as a component in other expense, net in the consolidated statement of operations and comprehensive income. The following table sets forth the composition of securities available-for-sale as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities (1) Less than 1 year $ 917 $ — $ — $ 917 Corporate debt securities 1-3 years — — — — Equity securities - 308 — (53 ) 255 $ 1,225 $ — $ (53 ) $ 1,172 (1) As of December 31, 2016 , our corporate debt securities were restricted for withdrawal and are included as cash collateral under our Credit Agreement (See Note 7). As of December 31, 2015 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities Less than 1 year $ 2,311 $ — $ (5 ) $ 2,306 Corporate debt securities 1-3 years 926 — (5 ) 921 Equity securities - $ 721 $ — $ (230 ) $ 491 $ 3,958 $ — $ (240 ) $ 3,718 Allowance for Doubtful Accounts, Billing Adjustments, and Contractual Allowances 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 . We regularly evaluate the collectability of our trade receivables and provide reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor's ability to meet its obligations. 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, and the related provision for doubtful accounts is charged to general and administrative expenses. Within Diagnostic Services, we record adjustments and credit memos that represent billing adjustments subsequent to the performance of service. As such, we also record a provision for billing adjustments which is based on our historical experience rate and billing adjustments history. The provision for billing adjustments is charged against Diagnostic Services revenues. 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 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, 2016 , 2015 , and 2014 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Reserve for Contractual Allowances (2) Balance at December 31, 2013 $ 270 $ 8 $ — Provision adjustment 571 99 18,675 Write-offs and recoveries, net (577 ) (100 ) (17,968 ) Balance at December 31, 2014 264 7 707 Provision adjustment 483 105 22,256 Write-offs and recoveries, net (303 ) (102 ) (22,373 ) Balance at December 31, 2015 444 10 590 Provision adjustment 740 182 24,280 Write-offs and recoveries, net (653 ) (179 ) (24,355 ) Balance at December 31, 2016 $ 531 $ 13 $ 515 (1) The provision was charged against general and administrative expenses. (2) The provision was charged against 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. The following table summarizes our reserves for excess and obsolete inventory as of and for the years ended December 31, 2016 , 2015 , and 2014 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2013 $ 2,543 Provision adjustment (630 ) Write-offs and scrap — Balance at December 31, 2014 1,913 Provision adjustment (967 ) Write-offs and scrap (227 ) Balance at December 31, 2015 719 Provision adjustment (199 ) Write-offs and scrap (104 ) Balance at December 31, 2016 $ 416 (1) The provision was charged against Product and product-related 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 range from 5 to 20 years for buildings and improvements, 3 to 10 years years for machinery and equipment, 3 to 10 years for computer hardware and software, and the lower of the estimated useful life or remaining lease term 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 3 to 15 years . 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 to be held and used during the years ended December 31, 2016 , 2015 and 2014 . During the year ended December 31, 2015 , an impairment loss of $0.1 million was recorded related to the excess of the carrying amount above fair value of certain assets held for sale. No impairment losses were recorded on long-lived assets held for sale during the years ended December 31, 2016 , or 2014 , respectively. 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 to the carrying value of the reporting unit, including goodwill. If the carrying value of the reporting unit's net 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. During the year ended December 31, 2016 , we recorded a goodwill impairment loss of $0.3 million . No goodwill impairment losses were recorded December 31, 2015 , and 2014 . See Note 6 to the audited consolidated financial statements for further information. Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. Current and noncurrent restricted cash as of December 31, 2016 was $3.5 million , comprised of cash held in restricted accounts as collateral under our Credit Agreement, as well as for letters of credit for our real estate leases and insurance policies. Restructuring Restructuring costs are included in income from operations within the consolidated statements of operations and comprehensive income. 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. During the year ended December 31, 2014, we recorded $0.7 million of restructuring costs related to initiatives that were completed in the same fiscal year. No restructuring costs were recorded during the years ended December 31, 2016 and 2015 . Debt Issuance Costs We incur debt issuance costs in connection with long-term debt financings. Such costs are recorded as a direct deduction to long-term debt and amortized over the terms of the respective debt obligations using the effective interest rate method. Debt issuance costs recorded in connection with our revolving credit facility are presented in other assets on the consolidated balance sheets and are amortized over the term of the revolving debt agreements using the straight-line method. Amortization of deferred loan costs is included in interest expense. As of December 31, 2016 , we have $0.8 million of unamortized debt issuance costs. 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 $0.9 million , $0.6 million , and $0.5 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Share-Based Compensation We account for share-based awards exchanged for employee 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 Product and product-related 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, 2016 , 2015 , and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 213 $ 176 $ 137 Charges to cost of revenues 326 331 286 Applied to liability (343 ) (294 ) (247 ) Balance at end of year $ 196 $ 213 $ 176 Advertising Costs Advertising costs are expensed as incurred. Total advertising costs for each of the years ended December 31, 2016 , 2015 , and 2014 were $0.3 million , $0.3 million , and $0.2 million respectively. Basic and Diluted Net Income Per Share Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of common shares and vested restricted stock units outstanding. Diluted EPS is computed by dividing net income 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 per share include 10,240 , and 5,063 vested restricted stock units for the years ended December 31, 2016, and 2014, respectively. There were no restricted stock units included in the shares used to compute basic net income per share for the year ended December 31, 2015. The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income $ 14,302 $ 21,640 $ 2,475 Shares used to compute basic net income per share 19,594 19,210 18,571 Dilutive potential common shares: Stock options 398 449 307 Restricted stock units 75 31 — Shares used to compute diluted net income per share 20,067 19,690 18,878 Basic net income per share $ 0.73 $ 1.13 $ 0.13 Diluted net income per share $ 0.71 $ 1.10 $ 0.13 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 were 15,844 , 984 , and 66,917 for the years ended December 31, 2016 , 2015 , and 2014 , respectively. 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 provide for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. We provide a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefit. We calculate the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. As of December 31, 2014, due to a history of operating losses and other key operating factors, we concluded that a full valuation allowance was necessary to offset all of our deferred tax assets. A significant piece of objective negative evidence evaluated as of December 31, 2014, was the cumulative pretax loss incurred over the three-year period ended December 31, 2014. During the year ended December 31, 2015 , we concluded that it was more likely than not that a portion of our deferred tax assets would be realized through future taxable income. This conclusion was based on our restructuring efforts in 2013 and 2014 and resulting sustained profitability for the second half of 2013, 2014, and 2015, as well as our projections of positive future earnings and other key operating factors. As of September 30, 2015, we had generated cumulative pretax income over the preceding twelve quarter period, and therefore the objective negative evidence of a history of operating losses was no longer present. The partial release of the valuation allowance associated with our deferred tax assets was the primary driver of the income tax benefit of $19.1 million for the year ended December 31, 2015 . During the year ended December 31, 2016 , as a result of the acquisition of DMS Health on January 1, 2016, we determined that it is more likely than not that additional deferred tax assets will be realized due to the increases in our forecasted taxable income. The partial release of the valuation allowance associated with our deferred tax assets was the primary driver of the income tax benefit of $12.4 million for the year ended December 31, 2016 . The release of the valuation allowance will not affect the amount of cash paid for income taxes. 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 The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets and contingent consideration, are recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. We base the fair values of identifiable intangible assets on detailed valuations that require management to make significant judgments, estimates and assumptions. Contingent purchase considerations to be settled in cash are remeasured to estimated fair value at each reporting period with the change in fair value recorded in general and administrative expense, a component of operating expenses. See Note 3 to the audited consolidated financial statements for further information regarding our acquisitions. Accounting Standards Updates In January 2017, the Financial Accounting Standards Board ("FASB") issued new guidance which simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The pronouncement is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We intend to early adopt the guidance in 2017. In November 2016, the FASB issued new accounting guidance which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and for interim periods within those periods, using a retrospective transition method to each period presented. We do not expect the impact on our consolidated financial statements to be material. In August 2016, the FASB issued new guidance related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and cash receipts from payments on beneficial interests in securitization transactions. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact, if any, of adopting this guidance on our financial statements. In February 2016, the FASB amended the existing accounting standards for the accounting for leases. The amendments are based on the principle that assets and liabilities arising from leases should be recognized within the financial statements. The Company is required to adopt the amendments beginning in 2019. Early adoption is permitted. The amendments must be applied using a modified retrospective transition approach and the FASB decided not to permit a full retrospective transition approach. We currently expect that most of our operating lease commitments will be subject to the update and recognized as operating lease liabilities and right-of-use assets upon adoption. However, we are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In January 2016, the FASB amended the existing accounting standards for the accounting for financial instruments. The amendments require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income. The new standard is effective pro |
Acquisitions (Notes)
Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions DMS Health (2016) On January 1, 2016, pursuant to the Stock Purchase Agreement, dated as of October 13, 2015 and as amended on December 31, 2015 and June 7, 2016 (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, Inc. (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 in the second quarter of 2016. The adjusted purchase price after settlement of the working capital adjustment was $32.3 million as of December 31, 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 7 of the audited consolidated financial statements. At closing, we also paid off $9.4 million of 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 year ended December 31, 2016 . During the year ended December 31, 2016 and 2015, we incurred transaction and integration related costs of $1.9 million and $1.3 million , respectively, and $3.3 million cumulative to date. These costs are classified as general and administrative expenses in the audited consolidated statements of operations and 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. 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 (629 ) 3,678 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 ) 229 (3,337 ) 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. During the second quarter of 2016, in addition to the working capital settlement adjustment of $0.6 million recorded as a reduction to goodwill, the Company 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 year ended December 31, 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. During the fourth quarter of 2016, the Company adjusted the purchase price allocation to decrease deferred income tax liabilities by $0.2 million for pre-merger PRHC federal and state income tax returns and revised estimates. Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a 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 has been allocated to our Medical Device Sales and Service segment 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 year ended December 31, 2016 include revenues and operating income attributable to DMS Health of $63.3 million and $2.2 million , respectively. The following table represents the unaudited pro forma consolidated results of operations for the year ended December 31, 2016 and 2015 as if the acquisition of DMS Health operations had occurred as of January 1, 2015. Year Ended December 31, (unaudited) (in thousands, except per share data) 2016 2015 Revenues $ 125,467 $ 128,606 Net income $ 2,360 $ 24,125 Net income per share: Basic $ 0.12 $ 1.26 Diluted $ 0.12 $ 1.23 The pro forma information has been adjusted to eliminate acquisition-related costs of $1.9 million and $1.3 million , respectively, during the year ended December 31, 2016 and 2015. The income tax benefit of $13.2 million related to the release of valuation allowance as a result of the DMS Health acquisition has also been excluded to give effect to pro forma results that are expected to have a continuing impact on the combined results; whereas no adjustment was made to the prior year valuation allowance release primarily contributing to the $19.1 million income tax benefit as it was not directly attributable to the acquisition. The pro forma information for the year ended December 31, 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. At December 31, 2016 , we have estimated the fair value of the contingent earn-out opportunity to be $0.1 million . |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We categorize our assets and liabilities measured at fair value into a three-level hierarchy in accordance with the authoritative guidance for fair value measurements. Assets and liabilities presented at fair value in our consolidated balance sheets are generally categorized as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation. As required by the authoritative guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy our assets that were recorded at fair value as of December 31, 2016 and 2015 (in thousands): At Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ 917 $ — $ 917 Equity securities — 255 — 255 Total $ — $ 1,172 $ — $ 1,172 Liabilities: Acquisition related contingent consideration $ — $ — $ 84 $ 84 At Fair Value as of December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ 3,227 $ — $ 3,227 Equity securities — 491 — 491 Total $ — $ 3,718 $ — $ 3,718 Liabilities: Acquisition related contingent consideration $ — $ — $ 175 $ 175 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 twelve months ended December 31, 2016 . Equity securities consist of shares of Perma-Fix Medical, a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange. Fair value of the Perma-Fix Medical investment is based on the closing price observed on December 31, 2016 . The acquisition related contingent consideration is related to the acquisitions of Telerhythmics, on March 13, 2014, and MD Office , on March 5, 2015. We reassess the fair value of the contingent consideration on a quarterly basis using the income approach, which is a Level 3 measurement. The estimation of the fair value of the contingent consideration requires significant management judgment, including estimating future cash flows associated with the respective businesses, probabilities of achieving EBITDA milestones and determining the associated discount rate. The maximum possible consideration to be paid related to Telerhythmics and MD Office at their acquisition date was $0.5 million and $0.4 million , respectively. No minimum amount of contingent consideration is guaranteed to be paid related to either Telerhythmics or MD Office. No earn-out consideration was earned related to Telerhythmics for the period from the closing date of March 13, 2014 through December 31, 2016 . Contingent consideration of $0.1 million was earned related to MD Office for the period from the closing date of March 5, 2015 through December 31, 2016 . Changes in the estimated fair value of contingent consideration liabilities (Level 3 measurement) from December 31, 2014 to December 31, 2016 are as follows (in thousands): Telerhythmics Contingent Consideration MD Office Solutions Contingent Consideration Total Contingent Consideration Balance at December 31, 2014 $ 229 $ — $ 229 Acquisition of MD Office — 6 6 Change in estimated fair value (207 ) 147 (60 ) Balance at December 31, 2015 22 153 175 Contingent consideration payments — (27 ) (27 ) Change in estimated fair value (22 ) (42 ) (64 ) Balance at December 31, 2016 $ — $ 84 $ 84 The fair values of the Company's term loans and revolving credit facility approximate carrying value due to the variable rate nature of these instruments. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information The following tables show the Company’s consolidated balance sheet details as of December 31, 2016 and 2015 (in thousands): December 31, December 31, Inventories: Raw materials $ 2,494 $ 2,600 Work-in-process 1,483 1,649 Finished goods 2,426 851 Total inventories 6,403 5,100 Less reserve for excess and obsolete inventories (416 ) (719 ) Total inventories, net $ 5,987 $ 4,381 December 31, December 31, Property and equipment: Land $ 1,170 $ — Buildings and leasehold improvements 2,946 583 Machinery and equipment 50,689 25,254 Computer hardware and software 4,486 3,555 Total property and equipment 59,291 29,392 Less accumulated depreciation (27,884 ) (23,140 ) Total property and equipment, net $ 31,407 $ 6,252 Depreciation expense for the years ended December 31, 2016 , 2015 , and 2014 was $7.6 million , $1.9 million , and $1.6 million , respectively. December 31, 2016 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 9.5 $ 10,363 $ (4,117 ) $ 6,246 Trademarks 6.3 4,610 (891 ) 3,719 Distribution Agreement 3.3 2,165 (658 ) 1,507 Patents 15.0 141 (131 ) 10 Covenants not to compete 5.0 251 (105 ) 146 Total intangible assets, net $ 17,530 $ (5,902 ) $ 11,628 December 31, 2015 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 8.2 $ 5,489 $ (3,259 ) $ 2,230 Trademarks 8.0 787 (150 ) 637 Patents 14.6 141 (125 ) 16 Covenants not to compete 5.0 251 (55 ) 196 Total intangible assets, net $ 6,668 $ (3,589 ) $ 3,079 (1) Amortization expense for intangible assets, net for the year ended December 31, 2016 , 2015 , and 2014 was $2.3 million , $0.5 million , and $0.4 million , respectively. Estimated amortization expense for intangible assets for 2017 is $2.3 million , for 2018 is $2.2 million , for 2019 is $1.8 million , for 2020 is $1.5 million , for 2021 is $1.5 million , and thereafter is $2.3 million . December 31, December 31, Other current liabilities: Professional fees $ 415 $ 1,006 Sales and property taxes payable 440 268 Radiopharmaceuticals and consumable medical supplies 274 83 Current portion of capital lease obligation 640 724 Facilities and related costs 209 127 Outside services and consulting 300 258 Payable to former DMS Health Stockholders 574 — Other accrued liabilities 668 532 Total other current liabilities $ 3,520 $ 2,998 |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The value of our goodwill is primarily derived from the acquisitions of DMS Health in 2016, MD Office in 2015, Telerhythmics in 2014, and Ultrascan in 2007. During the year ended December 31, 2016 , reporting units that carried goodwill balances included Digirad Imaging Solutions, Telerhythmics, and Medical Device Sales and Service. The combined Digirad Imaging Solutions and Telerhythmics reporting units make up the Diagnostic Services reportable segment. Changes in the carrying amount of goodwill from December 31, 2014 to December 31, 2016 , by reportable segment, are as follows (in thousands): Diagnostic Services Medical Device Sales and Service Total Balance at December 31, 2014 $ 1,337 $ — $ 1,337 Acquisition of MD Office Solutions 1,560 — 1,560 Balance at December 31, 2015 2,897 — 2,897 Acquisition of DMS Health — 3,678 3,678 Impairment of Telerhythmics (338 ) (338 ) Balance at December 31, 2016 $ 2,559 $ 3,678 $ 6,237 During the fourth quarter of 2016, we performed a qualitative assessment for all reporting units to estimate whether it is more likely than not that the fair value of each reporting unit was less than its carrying amount. In performing this qualitative assessment, we assessed relevant events and circumstances that may impact the fair value and the carrying amount of each reporting unit. Factors that were considered included, but were not limited to, the following: (1) macroeconomic conditions; (2) industry and market conditions; (3) overall financial performance and expected financial performance; (4) other entity specific events. Based on the results of this qualitative assessment, we determined that it is more likely than not that all reporting units were not impaired, with the exception of our Telerhythmics reporting unit. The Company concluded that it was more likely than not that the carrying value of the Telerhythmics reporting unit were in excess of their respective values and therefore, updated its estimated fair value of these assets as of that date. This conclusion was based on lower than expected operating results during the year ended December 31, 2016 , primarily as a result of lower sales volume and unfavorable mix in our cardiac event monitoring business. In performing the first step of the goodwill impairment assessment, we determined the fair value of the Telerhythmics reporting unit using both an income approach and a market approach. Under the income-based approach, we use a discounted cash flow model in which cash flows anticipated over several future periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate risk-adjusted rate of return. We use our internal forecasts to estimate future cash flows and include an estimate of long-term growth rates based on our most recent views of the long-term outlook for each reporting unit. Actual results may differ materially from those used in our forecasts. The discount rate used in the discounted cash flow analysis reflects the risks inherent in the expected future cash flows of the Telerhythmics reporting unit. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple was determined which was applied to financial metrics to estimate the fair value of the Telerhythmics reporting unit. We determined that the recorded carrying value of the Telerhythmics reporting unit exceeded its enterprise value in the first step and performed the second step of the impairment test in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. The second step of the impairment testing process requires, among other things, the estimation of the fair values of substantially all of our tangible and intangible assets. Any enterprise fair value in excess of amounts allocated to such net assets represents the implied fair value of goodwill for that reporting unit. As a result, the Company recorded an impairment loss of $0.3 million associated with the impairment assessment of the Telerhythmics reporting unit as of December 31, 2016 . Estimating the fair value of the reporting units requires the use of estimates and significant judgments regarding future cash flows that are based on a number of factors including actual operating results, forecasted billings, revenue, and spend targets, discount rate assumptions, and long-term growth rate assumptions. The estimates and judgments described above could adversely change in future periods and we cannot provide absolute assurance that all of the targets will be achieved, which could lead to future impairment charges. |
Debt (Notes)
Debt (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt On January 1, 2016, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, and the subsidiaries of the Company, and the lenders party thereto (the “Lenders”), with Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent. The Credit Agreement is a five -year credit facility, maturing on January 1, 2021, with a maximum credit amount of $40.0 million (the “Credit Facility”). It consisted of a term loan of $20.0 million (“Term Loan A”), a second term loan of $7.5 million (“Term Loan B”), and a revolving credit facility with a maximum commitment of $12.5 million (the “Revolver”). Commitments under Term Loan A and the Revolver are subject to underlying eligible assets of the Company. In the case of the Term Loan A, underlying property, plant and equipment, and in the case of the Revolver, eligible accounts receivable and inventory, all as defined in the Credit Agreement. As of December 31, 2016 , we had $6.3 million available under our revolving credit facility. At the Company’s option, the Credit Facility will bear interest at a floating rate of either (i) the LIBOR Rate, as defined in the Credit Agreement, plus an applicable margin depending on the borrowing type as follows: 2.5% for Term Loan A; 5.0% for Term Loan B; and 2.0% for the Revolver; or (ii) the Base Rate, as defined in the Credit Agreement, plus an applicable margin depending on the borrowing type as follows: 1.5% for Term Loan A; 4.0% for Term Loan B; and 1.0% for the Revolver. As further defined in the Credit Agreement, “Base Rate” means the greatest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5% , (b) the LIBOR Rate (which rate will be calculated based upon an interest period of one month and will be determined on a daily basis), plus 1.0% , and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate.” In addition to interest on outstanding borrowings under the Credit Facility, the Revolver bears an unused line fee of 0.25% , which is presented as interest expense. At December 31, 2016 , the total outstanding borrowings on the Credit Agreement, net of associated deferred financing costs, was as follows: December 31, 2016 Interest Rate at December 31, 2016 Term A $ 17,382 3.15% Term B 4,581 5.65% Revolver — 2.69% Total borrowing 21,963 Less: net unamortized debt issuance cost (535 ) Less: current portion (5,358 ) Long-term portion $ 16,070 Total interest expense associated with the Credit Facility for the year ended December 31, 2016 was $1.4 million , which includes $0.4 million of debt issuance amortization expense. The Credit Agreement contains certain representations, warranties, events of default, mandatory prepayment requirements, as well as certain affirmative and negative covenants customary for Credit Agreements of this type. These covenants include restrictions on borrowings, investments, and divestitures, as well as limitations on the Company’s ability to make certain restricted payments, including the amount of dividends paid. These restrictions do not prevent or prohibit the payment of dividends by the Company consistent with past practice, subject to satisfaction of certain conditions. Further, the Credit Agreement requires the Company to maintain certain restricted cash, cash equivalents, and securities available-for-sale balances, at various decreasing levels through January 1, 2018, as cash collateral under the agreement. As of December 31, 2016 , the Company was required to maintain $4.0 million as cash collateral, of which $1.1 million and $2.0 million has been classified within current and non-current restricted cash, respectively, and $0.9 million as available-for-sale securities in the accompanying consolidated balance sheets. The Company is permitted to make voluntary prepayments on amounts borrowed under the Credit Agreement at any time, in whole or in part, without penalty unless in connection with the full repayment of all amounts owed under the Credit Agreement. In the event that the Company fully repays all obligations and terminates the Credit Agreement prior to January 1, 2017, the Company shall be required to pay a prepayment penalty in the amount equal to 1.0% times the maximum credit amount of the Credit Agreement. After January 2, 2017, the Company shall not be required to pay a prepayment penalty. Furthermore, the Company shall be required to prepay amounts borrowed under the Credit Agreement in the event that the Company receives cash flows in excess of specified percentages upon the occurrence of certain events, such as the sale or disposition of assets or other property, legal judgments or settlements, sale of equity, and other payments received not in the ordinary course of business. Upon the occurrence and during the continuation of an event of default under the Credit Agreement, the Lenders may, among other things, declare the loans and all other obligations under the Credit Agreement immediately due and payable and increase the interest rate at which loans and obligations under the Credit Agreement bear interest. If an event of default occurs related to the insolvency or bankruptcy of the Company, the loans and all other obligations under the Credit Agreement shall automatically become due and payable. The Company was in compliance with all covenants as of December 31, 2016 . Pursuant to a separate Guaranty and Security Agreement dated January 1, 2016, between the Company, its subsidiaries and Wells Fargo, the Credit Facility is secured by a first-priority security interest on substantially all of the assets of the Company and its subsidiaries and a pledge of all shares and membership interests of the Company’s subsidiaries. Debt maturities. As of December 31, 2016 , maturities of long-term obligations for the next five years and thereafter are as follows: Debt Maturities 2017 $ 5,358 2018 4,935 2019 2,856 2020 2,856 January 1, 2021 5,958 Total $ 21,963 |
Commitments And Contingencies (
Commitments And Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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 January 31, 2017 through November 30, 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 current and long-term liabilities. Rent expense was approximately $5.8 million for the year ended December 31, 2016 and $1.3 million for the years ended December 31, 2015 and 2014 . As of December 31, 2016 , 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 November 30, 2020. We are committed to making future cash payments on non-cancelable operating leases and capital leases (including interest). 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 December 31, 2016 are as follows (in thousands): Operating Leases Capital Leases 2017 $ 2,301 $ 681 2018 1,112 324 2019 913 137 2020 663 42 2021 222 — Thereafter — — Total future minimum lease payments $ 5,211 1,184 Less amounts representing interest (65 ) Present value of obligations 1,119 Less: current capital lease obligations (640 ) Total long-term capital lease obligations $ 479 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. |
Share Based Compensation (Notes
Share Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | Share-Based Compensation At December 31, 2016 , we have two active equity incentive plans, the 2011 Inducement Stock Incentive Plan (the "2011 Plan") and the 2014 Equity Incentive Award Plan (the "2014 Plan"), (collectively "the Plans"), under which stock options, restricted stock units, and other stock based awards may be granted to employees and non-employees, including members of our Board of Directors. Terms of any equity instruments granted under the Plans are approved by the Board of Directors. Stock options typically vest over the requisite service period of one to four years and have a contractual term of seven to ten years. Restricted stock units generally vest over one to four years. Under the Plans, we are authorized to issue an aggregate of 1,856,733 shares of common stock. As of December 31, 2016 , the Plans had 582,983 shares available for future issuance. The number of shares reserved for issuance under the 2014 Plan is subject to increase by any shares under the 2004 Equity Incentive Award Plan (the "2004 Plan") that are forfeited, expire, or are canceled. As of December 31, 2016 , the number of shares provided for issuance under the 2014 Plan due to forfeited, expired, and canceled shares under the 2004 Plan was 10,248 shares. Stock Options The estimated fair value of our stock options is determined using the Black-Scholes model. All stock options were granted with an exercise price equal to the fair value of the common stock on the grant date. The weighted-average grant date fair value of employee stock options granted during the years ended December 31, 2016 , and 2014 was $1.34 , and $0.70 per share, respectively, which was estimated using the following weighted-average assumptions. There were no employee stock options granted during the year ended December 31, 2015. Year Ended December 31, 2016 2015 2014 Expected volatility 40 % — % 43 % Expected term (in years) 6.0 — 4.1 Risk-free interest rate 1.5 % — % 1.2 % Expected dividend yield 3.9 % — % 5.7 % The determination of the fair value of stock options using an option valuation model is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on the historical volatility of our common stock over a period of time equal to the expected term of the stock options. The expected term of our stock options is based on historical experience. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield in effect at the time of grant. The expected dividend yield is based on the current annualized dividend rate per share divided by the historical average stock price. A summary of our stock option award activity as of and for the year ended December 31, 2016 is as follows (in thousands, except per share data): Number of Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Options exercisable at December 31, 2015 1,028 $ 2.42 Options outstanding at December 31, 2015 1,259 $ 2.50 Options granted 125 $ 5.12 Options forfeited (5 ) 2.06 Options expired (1 ) 1.21 Options exercised (396 ) 2.07 Options outstanding at December 31, 2016 982 $ 3.01 4.23 $ 1,970 Options exercisable at December 31, 2016 804 $ 2.69 3.51 $ 1,856 As share-based compensation expense under the authoritative guidance for share-based payments is based on awards ultimately expected to vest, it is reduced for estimated forfeitures. The guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At December 31, 2016 , total unrecognized compensation cost related to unvested stock options was $0.2 million , which is expected to be recognized over a weighted-average period of 2.5 years. Upon exercise, we issue new shares of common stock. Cash received from stock option exercises was $0.8 million during the year ended December 31, 2016 , $0.6 million during the year ended December 31, 2015 , and $0.2 million for the year ended December 31, 2014 . The total intrinsic value of stock options exercised was $1.1 million during the year ended December 31, 2016 , $0.2 million during the year ended December 31, 2015 , and $0.1 million during the year ended 2014 . Restricted Stock Units Under guidance for share-based payments, the fair value of our restricted stock awards is based on the grant date fair value of our common stock. All restricted stock units were granted with no purchase price. Vesting of the restricted stock awards is subject to service conditions, as well as the attainment of additional performance objectives for certain of the awards. The weighted-average grant date fair value of the restricted stock units was $5.28 , $4.14 and $3.81 per share during the years ended December 31, 2016 , 2015 , and 2014 , respectively. A summary of our restricted stock unit activity as of and for the year ended December 31, 2016 is as follows (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Non-vested restricted stock units outstanding at December 31, 2015 202 $ 4.00 Granted 247 5.28 Forfeited (10 ) 4.50 Vested (123 ) 4.04 Non-vested restricted stock units outstanding at December 31, 2016 316 $ 4.97 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2016 , 2015 , and 2014 based on service conditions (in thousands): Year Ended December 31, 2016 2015 2014 Fair value on vesting date of vested restricted stock units $ 679 $ — $ — At December 31, 2016 , total unrecognized compensation cost related to non-vested restricted stock units was $1.0 million , which is expected to be recognized over a weighted-average period of 1.88 years. Allocation of Share-Based Compensation Expense Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2016 , 2015 , and 2014 was allocated as follows (in thousands): Year Ended December 31, Cost of revenues: 2016 2015 2014 Services $ 27 $ 18 $ 1 Product and product-related 14 47 26 Marketing and sales 237 98 51 General and administrative 746 453 248 Share-based compensation expense $ 1,024 $ 616 $ 326 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of the provision (benefit) for income taxes from continuing operations are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current provision: Federal $ — $ — $ — State 18 23 41 Foreign 44 — — Total current provision 62 23 41 Deferred (benefit) provision: Federal (12,630 ) (17,347 ) 18 State 151 (1,799 ) 3 Foreign — — — Total deferred (benefit) provision (12,479 ) (19,146 ) 21 Total income tax (benefit) provision $ (12,417 ) $ (19,123 ) $ 62 Differences between the provision (benefit) for income taxes and income taxes at the statutory federal income tax rate are as follows: Year Ended December 31, 2016 2015 2014 Income tax expense (benefit) at statutory federal rate 34.0 % 34.0 % 35.0 % State income tax expense, net of federal benefit 4.0 % 3.4 % 4.8 % Permanent differences and other 4.3 % 4.4 % (2.9 )% Transaction costs 2.6 % 23.1 % — % Withholding costs 2.2 % — % — % Tax credit (2.6 )% — % — % Change in effective federal and state tax rates (0.4 )% 37.6 % (3.2 )% Expiration of net operating loss and tax credit carryovers 3.4 % 8.4 % 1.1 % Stock compensation expense — % — % 0.1 % Reserve for uncertain tax positions and other reserves (6.0 )% 76.8 % — % Change in valuation allowance (668.0 )% (947.5 )% (32.5 )% (Benefit) provision for income taxes (626.5 )% (759.8 )% 2.4 % Our net deferred tax assets consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforwards $ 35,540 $ 31,598 Research and development and other credits 89 38 Reserves 964 891 Intangibles — 1,316 Other, net 1,980 1,300 Total deferred tax assets 38,573 35,143 Deferred tax liabilities Fixed assets and other (6,221 ) (348 ) Intangibles (2,335 ) — Total deferred tax liabilities (8,556 ) (348 ) Valuation allowance for deferred tax assets (2,998 ) (16,217 ) Net deferred tax assets $ 27,019 $ 18,578 As of December 31, 2016 , we had federal and state income tax net operating loss carryforwards of $91.8 million and $26.2 million , respectively. Federal loss carryforwards will begin to expire in 2018 unless previously utilized. State loss carryforwards of approximately $1.1 million expired in 2016 , and less than $0.1 million is set to expire in 2017 , unless previously utilized. We also have federal and California research and other credit carryforwards of approximately $1.8 million and $2.1 million , respectively, as of both December 31, 2016 and 2015 . The federal credits will begin to expire in 2018 . The California research credits have no expiration. Pursuant to Internal Revenue Code Sections 382 and 383, use of our net operating loss and credit carryforwards may be limited because of a cumulative change in ownership greater than 50%. As of December 31, 2016 , Digirad Corporation has not experienced a change in ownership greater than 50%; however, some of the tax attributes acquired with the DMS Health businesses are subject to such limitations due to ownership changes of greater than 50% on March 1, 2012 and on January 1, 2016. A valuation allowance has been recognized to offset the deferred tax assets, as realization of such assets has not met the "more likely than not" threshold required under the authoritative guidance of accounting for income taxes. The following table summarizes the activity related to our unrecognized tax benefits (in thousands): December 31, 2016 2015 2014 Balance at beginning of year $ 3,916 $ 1,553 $ 1,553 Increases related to prior year tax positions 882 2,363 — Settlements with taxing authorities (187 ) — — Expiration of the statute of limitations for the assessment of taxes (477 ) — — Balance at end of year $ 4,134 $ 3,916 $ 1,553 Included in the unrecognized tax benefits of $4.1 million at December 31, 2016 was $3.4 million of tax benefits that, if recognized, would reduce 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 2012 ; however, our net operating loss carryforwards and research credit carryforwards arising prior to that year are subject to adjustment. Our policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. The accrued interest as of December 31, 2016 and 2015 , and interest and penalties recognized during the years ended December 31, 2016 , 2015 , and 2014 were of insignificant amounts. |
Employee Retirement Plan (Notes
Employee Retirement Plan (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement Plan | Employee Retirement Plan We have 401(k) retirement plans under which employees may contribute up to 100% of their annual salary, within IRS limits. The Company contributions to the retirement plans totaled $0.6 million for the year ended December 31, 2016 and $0.2 million for each of the years ended December 31, 2015 and 2014 . The Company's contributions increased during the year ended December 31, 2016 primarily due to the impact of the DMS Health acquisition on January 1, 2016. |
Permafix (Notes)
Permafix (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Permafix [Abstract] | |
Perma-Fix Medical Stock Subscription and Supply Agreements | rma-Fix Medical Stock Subscription and Supply Agreements On July 27, 2015, we entered into a Stock Subscription Agreement (the "Subscription Agreement") and Tc-99m Supplier Agreement (the "Supply Agreement") with Perma-Fix Medical, S.A. ("Perma-Fix Medical"), a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange. Perma-Fix Medical is a subsidiary of Perma-Fix Environmental Services, Inc. (NASDAQ: PESI). Perma-Fix Medical is developing a proprietary process to produce Technetium-99m ("Tc-99m") resin from non-enriched uranium sources for purposes of creating nuclear imaging isotopes. Under the terms of the Subscription Agreement, we invested $1.0 million USD in exchange for 71,429 shares of Perma-Fix Medical, which constituted approximately 5.4% of the outstanding common shares of Perma-Fix Medical at the time of investment. Under Polish law, issuance of the shares required approval of the shares by a Polish court which occurred on October 12, 2015. The investment in Perma-Fix Medical is accounted for as an available-for-sale security. In connection with the Subscription Agreement, the Company's President and CEO was appointed to the Supervisory Board of Perma-Fix Medical. See Note 13 to the audited consolidated financial statements for further information regarding Perma-Fix Medical and Perma-Fix Environmental Services, Inc. Pursuant to the Supply Agreement, should Perma-Fix Medical successfully complete development of the new Tc-99m resin, Perma-Fix Medical will supply us or our preferred nuclear pharmacy supplier with Tc-99m at a preferred rate and we will purchase agreed upon quantities of such Tc-99m for our nuclear imaging operations, either directly or in conjunction with our preferred nuclear pharmacy supplier. Of the $1.0 million investment in Perma-Fix Medical, less than $0.1 million of value was allocated to the supply agreement with the remaining value allocated to the 71,429 Perma-Fix Medical shares. We immediately expensed the value associated with the supply agreement. In addition, we realized a loss of $0.2 million related to the 71,429 Perma-Fix Medical shares due to the initial excess of the transaction price over fair value. During the third quarter of 2016, the Company recognized an other-than-temporary impairment charge of $0.4 million , reflecting the write-down of this investment to its fair market value of approximately $0.3 million , establishing a new cost basis. |
Related Party Transaction (Note
Related Party Transaction (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Mr. John Climaco currently serves as a Director of the Company and a member of the Corporate Governance and Strategic Advisory committees of the Board. Mr. Climaco also serves as a Director of Perma-Fix Environmental Services, Inc. (NASDAQ: PESI). Further, on June 2, 2015, Mr. Climaco was elected as the Executive Vice President of Perma-Fix Medical S.A., a majority-owned Polish subsidiary of Perma-Fix Environmental Services, Inc. As described in Note 12 to the audited consolidated financial statements, on July 27, 2015, we entered into a Stock Subscription Agreement (the "Subscription Agreement") and Tc-99m Supplier Agreement (the "Supply Agreement") with Perma-Fix Medical. Under the terms of the Subscription Agreement, we invested $1.0 million USD in exchange for 71,429 shares of Perma-Fix Medical. Pursuant to the Supply Agreement, should Perma-Fix Medical successfully complete development of the new Tc-99m resin, Perma-Fix Medical will supply us or our preferred nuclear pharmacy supplier with Tc-99m at a preferred rate and we will purchase agreed upon quantities of such Tc-99m for our nuclear imaging operations, either directly or in conjunction with our preferred nuclear pharmacy supplier. In addition, in connection with the Subscription Agreement, the Company's President and CEO was appointed to the Supervisory Board of Perma-Fix Medical. |
Segments (Notes)
Segments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segments | Segments On January 1, 2016, we acquired DMS Health. With the acquisition of DMS Health, we now operate the Company in four reportable segments: 1. Diagnostic Services 2. Diagnostic Imaging 3. Mobile Healthcare 4. Medical Device Sales and Service Diagnostic Services. Through Diagnostic Services, we offer a convenient and economically efficient imaging and monitoring services program as an alternative to purchasing equipment or outsourcing the procedures to another physician or imaging center. For physicians who wish to perform nuclear imaging, echocardiography, vascular or general ultrasound tests, we provide the ability for them to engage our services, which includes the use of our imaging system, qualified personnel, and related items required to perform imaging in their own offices and bill Medicare, Medicaid, or one of the third-party healthcare insurers directly for those services. These services are primarily provided to smaller cardiology and related physician practice customers, though we do provide some services to hospital systems. Diagnostic Imaging. Through Diagnostic Imaging, we sell our internally developed solid-state gamma cameras and camera maintenance contracts. Our systems include nuclear cardiac imaging and general purposes nuclear imaging as well. We sell our imaging systems to physician offices and hospitals primarily in the United States, although we have sold a small number of imaging systems internationally. Mobile Healthcare. Through Mobile Healthcare, we provide contract diagnostic imaging, including PET, CT, MRI, and healthcare expertise to hospitals, integrated delivery networks (“IDNs”), and federal institutions on a long-term contract basis, but can also provide provisional services to institutions that are in transition. These services are provided primarily when there is a cost, ease and efficiency component of providing the services directly rather than owning and operating the related services and equipment directly by our customers. Medical Device Sales and Service. Through Medical Device Sales and Service, we provide contract sales and service efforts with our exclusive contract with Philips Healthcare within a defined region in the upper Midwest region of the United States. We primarily sell Philips branded imaging and patient monitoring systems, and collect a commission on these sales, though we never take title to the underlying equipment. We also provide warranty and post-warranty services on certain Philips equipment within this territory related to equipment we have sold or other equipment sold in the territory. Our reporting 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. For financial reporting purposes, our Digirad Imaging Solutions and Telerhythmics cardiac monitoring operating segments are aggregated within our Diagnostic Services reportable segment due to their similar economic and operational characteristics. We evaluate performance based on the gross profit and operating income (loss) by each segment. Beginning in the first quarter of 2016, the definition of our segment operating income excludes transaction and integration costs of DMS Health. Prior periods have been recast to retroactively reflect this change. There were no other changes to our historical reportable segments as a result of the DMS Health acquisition beyond creating the reportable segments Mobile Healthcare and Medical Device Sales and Services. We do not identify or allocate assets by operating segment. Accordingly, assets are not being reported by segment because the information is not available by segment and is not reviewed in the evaluation of performance or making decisions in the allocation of resources. Summarized annual data for segments are as follows (in thousands): Year ended December 31, 2016 (1) 2015 (2) 2014 (3)(4) Revenue by segment: Diagnostic Services $ 48,305 $ 46,407 $ 42,170 Diagnostic Imaging 13,870 14,419 13,438 Mobile Healthcare 47,206 — — Medical Device Sales and Service 16,086 — — Consolidated revenue $ 125,467 $ 60,826 $ 55,608 Gross profit by segment: Diagnostic Services $ 10,486 $ 10,439 $ 10,449 Diagnostic Imaging 7,116 7,470 6,191 Mobile Healthcare 9,510 — — Medical Device Sales and Service 8,661 — — Consolidated gross profit $ 35,773 $ 17,909 $ 16,640 Income (loss) from operations by segment: Diagnostic Services $ 220 $ 372 $ 220 Diagnostic Imaging 2,581 3,740 2,298 Mobile Healthcare (101 ) — — Medical Device Sales and Service 2,306 — — Segment income from operations 5,006 4,112 2,518 Unallocated items (5) (1,921 ) (1,338 ) — Consolidated income from operations 3,085 2,774 2,518 Other income (expense), net 212 (233 ) 2 Interest (expense) income, net (1,412 ) (24 ) 17 Consolidated income before income taxes $ 1,885 $ 2,517 $ 2,537 Depreciation and amortization of tangible and intangible assets by segment: Diagnostic Services $ 2,880 $ 2,150 $ 1,672 Diagnostic Imaging 244 291 263 Mobile Healthcare 5,736 — — Medical Device Sales and Service 1,029 — — Consolidated depreciation and amortization $ 9,889 $ 2,441 $ 1,935 (1) On January 1, 2016, we acquired DMS Health. The results of DMS Health are included in Mobile Healthcare and Medical Device Sales and Service since the acquisition date (See Note 3). (2) On March 5, 2015, we acquired MD Office. The results of MD Office are included in Diagnostic Services since the acquisition date (See Note 3). (3) On March 13, 2014, we acquired 100% of the membership interest of Telerhythmics. The results of Telerhythmics are included in Diagnostic Services since the acquisition date. (4) Included in the Diagnostic Imaging income from operations for the year ended December 31, 2014 , are approximately $0.7 million of charges associated with various restructuring initiatives. (5) Includes transaction and integration costs associated with the DMS Health acquisition. Geographic Information. The Company's sales to customers located outside the United States for the years ended December 31, 2016 , 2015 , and 2014 was $0.8 million , $0.7 million , and $0.6 million , respectively. All of our long-lived assets are located in the United States. |
Quaterly Financial Information
Quaterly Financial Information (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly Financial Information (Unaudited) The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Summarized quarterly data for fiscal 2016 and 2015 are as follows (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal 2016 (1) Revenues $ 31,157 $ 32,090 $ 31,086 $ 31,134 Gross profit $ 9,065 $ 9,765 $ 8,301 $ 8,642 (Loss) income from operations $ (553 ) $ 1,472 $ 689 $ 1,477 Net income (loss) (2) $ 11,609 $ 998 $ (283 ) $ 1,978 Net income (loss) per common share—basic (4) $ 0.60 $ 0.05 $ (0.01 ) $ 0.10 Net income (loss) per common share—diluted (4) $ 0.58 $ 0.05 $ (0.01 ) $ 0.10 Fiscal 2015 (3) Revenues $ 13,839 $ 15,547 $ 15,862 $ 15,578 Gross profit $ 3,648 $ 4,767 $ 4,802 $ 4,692 Income from operations $ 165 $ 1,163 $ 948 $ 498 Net income (2) $ 745 $ 1,097 $ 19,120 $ 678 Net income per common share—basic (4) $ 0.04 $ 0.06 $ 0.99 $ 0.03 Net income per common share—diluted (4) $ 0.04 $ 0.06 $ 0.97 $ 0.03 (1) On January 1, 2016, we acquired DMS Health. The results of DMS Health are included in our results since the acquisition date (See Note 3). (2) Included in net income for the first quarter of 2016 and third quarter of 2015 is an income tax benefit of $12.5 million and $18.2 million , respectively, primarily related to the release of the valuation allowance associated with a portion of our deferred tax assets. (3) On March 5, 2015, we acquired MD Office. The results of MD Office are included in our results since the acquisition date (See Note 3). (4) Earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly net earnings per share will not necessarily equal the total for the year. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 31, 2017 , the Company announced a cash dividend of $0.05 per share payable on February 28, 2017 to shareholders of record on February 15, 2017 . |
Basis Of Presentation And Sig23
Basis Of Presentation And Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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. All intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. The financial results for the year ended December 31, 2016 include the financial results of DMS Health. See Note 3 to the audited consolidated financial statements for more information related to the acquisition of DMS Health. |
Use of Estimates | 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, reserves for doubtful accounts and contractual allowances, inventory valuation, and income taxes. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue for all of our reportable segments 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. Services Revenue Recognition. We generate service revenue primarily from providing diagnostic imaging and cardiac monitoring services to our customers. Service revenue within our Diagnostic Imaging and Mobile Healthcare reportable segments is derived from providing our customers with contract diagnostic imaging services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Mobile Healthcare segment, we also rent imaging systems to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month services are provided. Revenue related to provision of our services is recognized at the time services are performed and collection is reasonably assured. We also offer remote cardiac event monitoring services within our Diagnostic Services reportable segment, through our Telerhythmics business. 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 and Medicaid, 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. Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras and Phillips medical equipment and supplies, and related services, which consist primarily of support and maintenance services on products we sell directly or through our relationship with Philips. Diagnostic Imaging product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and camera maintenance service contracts. Revenue for sales of imaging systems is generally recognized upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras we sell, primarily in the United States. Installation and initial training is generally performed shortly after delivery and revenue related to the provision of these services is recognized at the time services are performed and collection is reasonably assured. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts which are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these contracts is deferred and recognized ratably over the period of the obligation. Medical Device Sales and Service product revenues are derived from equipment sales and warranty and post-warranty service efforts, under our exclusive contract with Philips Healthcare. Revenue from equipment sales primarily consists of commission income, which represents the commission the Company earns for selling Philips equipment and supplies to end users, and is reported on a net basis upon delivery. Revenue related to warranty and service contracts that extend over multiple months is accounted for on the proportional-performance method, which the Company deems to be on a straight-line basis. Finally, revenue related to time-and-materials service contracts is recognized in the month services are performed and collection is reasonably assured. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, and accounts receivable. We limit our exposure to credit loss by generally 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. |
Fair Value of Financial Instruments | 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 | 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 Securities available-for-sale primarily consist of investment grade corporate debt securities. In addition, we own shares of common stock issued by Perma-Fix Medical, a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange. We classify all debt 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. The Perma-Fix Medical equity securities are classified as an other asset (non-current), as the investment is strategic in nature and our current intent is to hold the investment over a several year period. Securities available-for-sale 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. 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 operations and comprehensive income. |
Allowance for Doubtful Accounts, Billing Adjustments, and Contractual Allowances | Allowance for Doubtful Accounts, Billing Adjustments, and Contractual Allowances 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 . We regularly evaluate the collectability of our trade receivables and provide reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor's ability to meet its obligations. 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, and the related provision for doubtful accounts is charged to general and administrative expenses. Within Diagnostic Services, we record adjustments and credit memos that represent billing adjustments subsequent to the performance of service. As such, we also record a provision for billing adjustments which is based on our historical experience rate and billing adjustments history. The provision for billing adjustments is charged against Diagnostic Services revenues. 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 Services revenues. |
Inventory | 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. |
Long-Lived Assets including Finite Lived Purchased Intangible Assets | 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 range from 5 to 20 years for buildings and improvements, 3 to 10 years years for machinery and equipment, 3 to 10 years for computer hardware and software, and the lower of the estimated useful life or remaining lease term 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. |
Valuation of Long Lived Assets including Finite Lived Purchased Intangible Assets | 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. |
Valuation of Goodwill | 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 to the carrying value of the reporting unit, including goodwill. If the carrying value of the reporting unit's net 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. During the year ended December 31, 2016 , we recorded a goodwill impairment loss of $0.3 million . No goodwill impairment losses were recorded December 31, 2015 , and 2014 . See Note 6 to the audited consolidated financial statements for further information. |
Restricted Cash | Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. Current and noncurrent restricted cash as of December 31, 2016 was $3.5 million , comprised of cash held in restricted accounts as collateral under our Credit Agreement, as well as for letters of credit for our real estate leases and insurance policies. |
Restructuring | Restructuring Restructuring costs are included in income from operations within the consolidated statements of operations and comprehensive income. 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. |
Debt Issuance Costs | Debt Issuance Costs We incur debt issuance costs in connection with long-term debt financings. Such costs are recorded as a direct deduction to long-term debt and amortized over the terms of the respective debt obligations using the effective interest rate method. Debt issuance costs recorded in connection with our revolving credit facility are presented in other assets on the consolidated balance sheets and are amortized over the term of the revolving debt agreements using the straight-line method. Amortization of deferred loan costs is included in interest expense. |
Shipping and Handling Fees and Costs | 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 |
Share-Based Compensation | Share-Based Compensation We account for share-based awards exchanged for employee 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 | 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 Product and product-related 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. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income Per Share Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of common shares and vested restricted stock units outstanding. Diluted EPS is computed by dividing net income 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. |
Other Comprehensive Loss | 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 | Income Taxes We provide for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. We provide a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefit. We calculate the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. As of December 31, 2014, due to a history of operating losses and other key operating factors, we concluded that a full valuation allowance was necessary to offset all of our deferred tax assets. A significant piece of objective negative evidence evaluated as of December 31, 2014, was the cumulative pretax loss incurred over the three-year period ended December 31, 2014. During the year ended December 31, 2015 , we concluded that it was more likely than not that a portion of our deferred tax assets would be realized through future taxable income. This conclusion was based on our restructuring efforts in 2013 and 2014 and resulting sustained profitability for the second half of 2013, 2014, and 2015, as well as our projections of positive future earnings and other key operating factors. As of September 30, 2015, we had generated cumulative pretax income over the preceding twelve quarter period, and therefore the objective negative evidence of a history of operating losses was no longer present. The partial release of the valuation allowance associated with our deferred tax assets was the primary driver of the income tax benefit of $19.1 million for the year ended December 31, 2015 . During the year ended December 31, 2016 , as a result of the acquisition of DMS Health on January 1, 2016, we determined that it is more likely than not that additional deferred tax assets will be realized due to the increases in our forecasted taxable income. The partial release of the valuation allowance associated with our deferred tax assets was the primary driver of the income tax benefit of $12.4 million for the year ended December 31, 2016 . The release of the valuation allowance will not affect the amount of cash paid for income taxes. 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. |
Acquisition | Acquisitions The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets and contingent consideration, are recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. We base the fair values of identifiable intangible assets on detailed valuations that require management to make significant judgments, estimates and assumptions. Contingent purchase considerations to be settled in cash are remeasured to estimated fair value at each reporting period with the change in fair value recorded in general and administrative expense, a component of operating expenses. See Note 3 to the audited consolidated financial statements for further information regarding our acquisitions. |
Accounting Standards Updates | Accounting Standards Updates In January 2017, the Financial Accounting Standards Board ("FASB") issued new guidance which simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The pronouncement is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We intend to early adopt the guidance in 2017. In November 2016, the FASB issued new accounting guidance which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and for interim periods within those periods, using a retrospective transition method to each period presented. We do not expect the impact on our consolidated financial statements to be material. In August 2016, the FASB issued new guidance related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and cash receipts from payments on beneficial interests in securitization transactions. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact, if any, of adopting this guidance on our financial statements. In February 2016, the FASB amended the existing accounting standards for the accounting for leases. The amendments are based on the principle that assets and liabilities arising from leases should be recognized within the financial statements. The Company is required to adopt the amendments beginning in 2019. Early adoption is permitted. The amendments must be applied using a modified retrospective transition approach and the FASB decided not to permit a full retrospective transition approach. We currently expect that most of our operating lease commitments will be subject to the update and recognized as operating lease liabilities and right-of-use assets upon adoption. However, we are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In January 2016, the FASB amended the existing accounting standards for the accounting for financial instruments. The amendments require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income. The new standard is effective prospectively for fiscal years beginning after December 15, 2017. We are currently evaluating the impact, if any, of adopting this guidance on our financial statements. In September 2015, the FASB issued guidance which eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. As an alternative, the amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the financial statements of the period in which adjustments to provisional amounts are determined, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new standard is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We adopted this standard in the first quarter of 2016 and this guidance was applied to the manner in which adjustments to provisional amounts in the DMS Health acquisition have been recognized (See Note 3). In April 2015, the FASB issued guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The update requires retrospective application and represents a change in accounting principle. The guidance does not specifically address requirements for the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued guidance clarifying that debt issuance costs related to line-of-credit arrangements could be presented as an asset and amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard is effective for annual periods beginning after December 15, 2015, including interim periods within those fiscal years. We adopted this guidance in the first quarter of 2016 for the presentation of our debt issuance costs incurred in connection with our new credit facility entered into on January 1, 2016 (See Note 7). 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 is currently scheduled to become effective for us in the first quarter of 2018. We are currently evaluating the impact, if any, of adopting this guidance on our financial statements. |
Leases | currently lease facilities and certain automotive equipment under non-cancelable operating leases expiring from January 31, 2017 through November 30, 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 current and long-term liabilities. |
Commitments and Contingencies | 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. |
Basis Of Presentation And Sig24
Basis Of Presentation And Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of available-for-sale securities | The following table sets forth the composition of securities available-for-sale as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities (1) Less than 1 year $ 917 $ — $ — $ 917 Corporate debt securities 1-3 years — — — — Equity securities - 308 — (53 ) 255 $ 1,225 $ — $ (53 ) $ 1,172 (1) As of December 31, 2016 , our corporate debt securities were restricted for withdrawal and are included as cash collateral under our Credit Agreement (See Note 7). As of December 31, 2015 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities Less than 1 year $ 2,311 $ — $ (5 ) $ 2,306 Corporate debt securities 1-3 years 926 — (5 ) 921 Equity securities - $ 721 $ — $ (230 ) $ 491 $ 3,958 $ — $ (240 ) $ 3,718 |
Schedule of Company's allowance for doubtful accounts and billing adjustments | The following table summarizes our allowance for doubtful accounts, billing adjustments, and contractual allowances as of and for the years ended December 31, 2016 , 2015 , and 2014 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Reserve for Contractual Allowances (2) Balance at December 31, 2013 $ 270 $ 8 $ — Provision adjustment 571 99 18,675 Write-offs and recoveries, net (577 ) (100 ) (17,968 ) Balance at December 31, 2014 264 7 707 Provision adjustment 483 105 22,256 Write-offs and recoveries, net (303 ) (102 ) (22,373 ) Balance at December 31, 2015 444 10 590 Provision adjustment 740 182 24,280 Write-offs and recoveries, net (653 ) (179 ) (24,355 ) Balance at December 31, 2016 $ 531 $ 13 $ 515 (1) The provision was charged against general and administrative expenses. (2) The provision was charged against Services revenue. |
Schedule of excess and obsolete inventory | The following table summarizes our reserves for excess and obsolete inventory as of and for the years ended December 31, 2016 , 2015 , and 2014 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2013 $ 2,543 Provision adjustment (630 ) Write-offs and scrap — Balance at December 31, 2014 1,913 Provision adjustment (967 ) Write-offs and scrap (227 ) Balance at December 31, 2015 719 Provision adjustment (199 ) Write-offs and scrap (104 ) Balance at December 31, 2016 $ 416 (1) The provision was charged against Product and product-related cost of revenues. |
Schedule of Company's warranty reserve activity | The activities related to our warranty reserve for the years ended December 31, 2016 , 2015 , and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 213 $ 176 $ 137 Charges to cost of revenues 326 331 286 Applied to liability (343 ) (294 ) (247 ) Balance at end of year $ 196 $ 213 $ 176 |
Schedule of basic and diluted net loss per share computations | The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income $ 14,302 $ 21,640 $ 2,475 Shares used to compute basic net income per share 19,594 19,210 18,571 Dilutive potential common shares: Stock options 398 449 307 Restricted stock units 75 31 — Shares used to compute diluted net income per share 20,067 19,690 18,878 Basic net income per share $ 0.73 $ 1.13 $ 0.13 Diluted net income per share $ 0.71 $ 1.10 $ 0.13 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Total Purchase Price | The adjusted purchase price after settlement of the working capital adjustment was $32.3 million as of December 31, 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 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 (629 ) 3,678 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 ) 229 (3,337 ) Total net assets acquired $ 32,924 $ (600 ) $ 32,324 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | 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 |
Business Acquisition, Pro Forma Information | The following table represents the unaudited pro forma consolidated results of operations for the year ended December 31, 2016 and 2015 as if the acquisition of DMS Health operations had occurred as of January 1, 2015. Year Ended December 31, (unaudited) (in thousands, except per share data) 2016 2015 Revenues $ 125,467 $ 128,606 Net income $ 2,360 $ 24,125 Net income per share: Basic $ 0.12 $ 1.26 Diluted $ 0.12 $ 1.23 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Measurements | The following table sets forth by level within the fair value hierarchy our assets that were recorded at fair value as of December 31, 2016 and 2015 (in thousands): At Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ 917 $ — $ 917 Equity securities — 255 — 255 Total $ — $ 1,172 $ — $ 1,172 Liabilities: Acquisition related contingent consideration $ — $ — $ 84 $ 84 At Fair Value as of December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ 3,227 $ — $ 3,227 Equity securities — 491 — 491 Total $ — $ 3,718 $ — $ 3,718 Liabilities: Acquisition related contingent consideration $ — $ — $ 175 $ 175 |
Supplementary Balance Sheet I27
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Supplementary Balance Sheet Information The following tables show the Company’s consolidated balance sheet details as of December 31, 2016 and 2015 (in thousands): December 31, December 31, Inventories: Raw materials $ 2,494 $ 2,600 Work-in-process 1,483 1,649 Finished goods 2,426 851 Total inventories 6,403 5,100 Less reserve for excess and obsolete inventories (416 ) (719 ) Total inventories, net $ 5,987 $ 4,381 December 31, December 31, Property and equipment: Land $ 1,170 $ — Buildings and leasehold improvements 2,946 583 Machinery and equipment 50,689 25,254 Computer hardware and software 4,486 3,555 Total property and equipment 59,291 29,392 Less accumulated depreciation (27,884 ) (23,140 ) Total property and equipment, net $ 31,407 $ 6,252 Depreciation expense for the years ended December 31, 2016 , 2015 , and 2014 was $7.6 million , $1.9 million , and $1.6 million , respectively. December 31, 2016 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 9.5 $ 10,363 $ (4,117 ) $ 6,246 Trademarks 6.3 4,610 (891 ) 3,719 Distribution Agreement 3.3 2,165 (658 ) 1,507 Patents 15.0 141 (131 ) 10 Covenants not to compete 5.0 251 (105 ) 146 Total intangible assets, net $ 17,530 $ (5,902 ) $ 11,628 December 31, 2015 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 8.2 $ 5,489 $ (3,259 ) $ 2,230 Trademarks 8.0 787 (150 ) 637 Patents 14.6 141 (125 ) 16 Covenants not to compete 5.0 251 (55 ) 196 Total intangible assets, net $ 6,668 $ (3,589 ) $ 3,079 (1) Amortization expense for intangible assets, net for the year ended December 31, 2016 , 2015 , and 2014 was $2.3 million , $0.5 million , and $0.4 million , respectively. Estimated amortization expense for intangible assets for 2017 is $2.3 million , for 2018 is $2.2 million , for 2019 is $1.8 million , for 2020 is $1.5 million , for 2021 is $1.5 million , and thereafter is $2.3 million . December 31, December 31, Other current liabilities: Professional fees $ 415 $ 1,006 Sales and property taxes payable 440 268 Radiopharmaceuticals and consumable medical supplies 274 83 Current portion of capital lease obligation 640 724 Facilities and related costs 209 127 Outside services and consulting 300 258 Payable to former DMS Health Stockholders 574 — Other accrued liabilities 668 532 Total other current liabilities $ 3,520 $ 2,998 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill from December 31, 2014 to December 31, 2016 , by reportable segment, are as follows (in thousands): Diagnostic Services Medical Device Sales and Service Total Balance at December 31, 2014 $ 1,337 $ — $ 1,337 Acquisition of MD Office Solutions 1,560 — 1,560 Balance at December 31, 2015 2,897 — 2,897 Acquisition of DMS Health — 3,678 3,678 Impairment of Telerhythmics (338 ) (338 ) Balance at December 31, 2016 $ 2,559 $ 3,678 $ 6,237 |
Commitments And Contingencies29
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease | 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 December 31, 2016 are as follows (in thousands): Operating Leases Capital Leases 2017 $ 2,301 $ 681 2018 1,112 324 2019 913 137 2020 663 42 2021 222 — Thereafter — — Total future minimum lease payments $ 5,211 1,184 Less amounts representing interest (65 ) Present value of obligations 1,119 Less: current capital lease obligations (640 ) Total long-term capital lease obligations $ 479 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average grant date fair value of employee stock options granted during the years ended December 31, 2016 , and 2014 was $1.34 , and $0.70 per share, respectively, which was estimated using the following weighted-average assumptions. There were no employee stock options granted during the year ended December 31, 2015. Year Ended December 31, 2016 2015 2014 Expected volatility 40 % — % 43 % Expected term (in years) 6.0 — 4.1 Risk-free interest rate 1.5 % — % 1.2 % Expected dividend yield 3.9 % — % 5.7 % |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of our stock option award activity as of and for the year ended December 31, 2016 is as follows (in thousands, except per share data): Number of Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Options exercisable at December 31, 2015 1,028 $ 2.42 Options outstanding at December 31, 2015 1,259 $ 2.50 Options granted 125 $ 5.12 Options forfeited (5 ) 2.06 Options expired (1 ) 1.21 Options exercised (396 ) 2.07 Options outstanding at December 31, 2016 982 $ 3.01 4.23 $ 1,970 Options exercisable at December 31, 2016 804 $ 2.69 3.51 $ 1,856 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of our restricted stock unit activity as of and for the year ended December 31, 2016 is as follows (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Per Share Non-vested restricted stock units outstanding at December 31, 2015 202 $ 4.00 Granted 247 5.28 Forfeited (10 ) 4.50 Vested (123 ) 4.04 Non-vested restricted stock units outstanding at December 31, 2016 316 $ 4.97 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2016 , 2015 , and 2014 based on service conditions (in thousands): Year Ended December 31, 2016 2015 2014 Fair value on vesting date of vested restricted stock units $ 679 $ — $ — |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Allocation of Share-Based Compensation Expense Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2016 , 2015 , and 2014 was allocated as follows (in thousands): Year Ended December 31, Cost of revenues: 2016 2015 2014 Services $ 27 $ 18 $ 1 Product and product-related 14 47 26 Marketing and sales 237 98 51 General and administrative 746 453 248 Share-based compensation expense $ 1,024 $ 616 $ 326 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Year Ended December 31, 2016 2015 2014 Current provision: Federal $ — $ — $ — State 18 23 41 Foreign 44 — — Total current provision 62 23 41 Deferred (benefit) provision: Federal (12,630 ) (17,347 ) 18 State 151 (1,799 ) 3 Foreign — — — Total deferred (benefit) provision (12,479 ) (19,146 ) 21 Total income tax (benefit) provision $ (12,417 ) $ (19,123 ) $ 62 |
Schedule of Net Deferred Tax Assets | net deferred tax assets consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforwards $ 35,540 $ 31,598 Research and development and other credits 89 38 Reserves 964 891 Intangibles — 1,316 Other, net 1,980 1,300 Total deferred tax assets 38,573 35,143 Deferred tax liabilities Fixed assets and other (6,221 ) (348 ) Intangibles (2,335 ) — Total deferred tax liabilities (8,556 ) (348 ) Valuation allowance for deferred tax assets (2,998 ) (16,217 ) Net deferred tax assets $ 27,019 $ 18,578 |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, 2016 2015 2014 Income tax expense (benefit) at statutory federal rate 34.0 % 34.0 % 35.0 % State income tax expense, net of federal benefit 4.0 % 3.4 % 4.8 % Permanent differences and other 4.3 % 4.4 % (2.9 )% Transaction costs 2.6 % 23.1 % — % Withholding costs 2.2 % — % — % Tax credit (2.6 )% — % — % Change in effective federal and state tax rates (0.4 )% 37.6 % (3.2 )% Expiration of net operating loss and tax credit carryovers 3.4 % 8.4 % 1.1 % Stock compensation expense — % — % 0.1 % Reserve for uncertain tax positions and other reserves (6.0 )% 76.8 % — % Change in valuation allowance (668.0 )% (947.5 )% (32.5 )% (Benefit) provision for income taxes (626.5 )% (759.8 )% 2.4 % |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to our unrecognized tax benefits (in thousands): December 31, 2016 2015 2014 Balance at beginning of year $ 3,916 $ 1,553 $ 1,553 Increases related to prior year tax positions 882 2,363 — Settlements with taxing authorities (187 ) — — Expiration of the statute of limitations for the assessment of taxes (477 ) — — Balance at end of year $ 4,134 $ 3,916 $ 1,553 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Year ended December 31, 2016 (1) 2015 (2) 2014 (3)(4) Revenue by segment: Diagnostic Services $ 48,305 $ 46,407 $ 42,170 Diagnostic Imaging 13,870 14,419 13,438 Mobile Healthcare 47,206 — — Medical Device Sales and Service 16,086 — — Consolidated revenue $ 125,467 $ 60,826 $ 55,608 Gross profit by segment: Diagnostic Services $ 10,486 $ 10,439 $ 10,449 Diagnostic Imaging 7,116 7,470 6,191 Mobile Healthcare 9,510 — — Medical Device Sales and Service 8,661 — — Consolidated gross profit $ 35,773 $ 17,909 $ 16,640 Income (loss) from operations by segment: Diagnostic Services $ 220 $ 372 $ 220 Diagnostic Imaging 2,581 3,740 2,298 Mobile Healthcare (101 ) — — Medical Device Sales and Service 2,306 — — Segment income from operations 5,006 4,112 2,518 Unallocated items (5) (1,921 ) (1,338 ) — Consolidated income from operations 3,085 2,774 2,518 Other income (expense), net 212 (233 ) 2 Interest (expense) income, net (1,412 ) (24 ) 17 Consolidated income before income taxes $ 1,885 $ 2,517 $ 2,537 Depreciation and amortization of tangible and intangible assets by segment: Diagnostic Services $ 2,880 $ 2,150 $ 1,672 Diagnostic Imaging 244 291 263 Mobile Healthcare 5,736 — — Medical Device Sales and Service 1,029 — — Consolidated depreciation and amortization $ 9,889 $ 2,441 $ 1,935 (1) On January 1, 2016, we acquired DMS Health. The results of DMS Health are included in Mobile Healthcare and Medical Device Sales and Service since the acquisition date (See Note 3). (2) On March 5, 2015, we acquired MD Office. The results of MD Office are included in Diagnostic Services since the acquisition date (See Note 3). (3) On March 13, 2014, we acquired 100% of the membership interest of Telerhythmics. The results of Telerhythmics are included in Diagnostic Services since the acquisition date. (4) Included in the Diagnostic Imaging income from operations for the year ended December 31, 2014 , are approximately $0.7 million of charges associated with various restructuring initiatives. (5) Includes transaction and integration costs associated with the DMS Health acquisition. |
Quaterly Financial Informatio33
Quaterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly data for fiscal 2016 and 2015 are as follows (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal 2016 (1) Revenues $ 31,157 $ 32,090 $ 31,086 $ 31,134 Gross profit $ 9,065 $ 9,765 $ 8,301 $ 8,642 (Loss) income from operations $ (553 ) $ 1,472 $ 689 $ 1,477 Net income (loss) (2) $ 11,609 $ 998 $ (283 ) $ 1,978 Net income (loss) per common share—basic (4) $ 0.60 $ 0.05 $ (0.01 ) $ 0.10 Net income (loss) per common share—diluted (4) $ 0.58 $ 0.05 $ (0.01 ) $ 0.10 Fiscal 2015 (3) Revenues $ 13,839 $ 15,547 $ 15,862 $ 15,578 Gross profit $ 3,648 $ 4,767 $ 4,802 $ 4,692 Income from operations $ 165 $ 1,163 $ 948 $ 498 Net income (2) $ 745 $ 1,097 $ 19,120 $ 678 Net income per common share—basic (4) $ 0.04 $ 0.06 $ 0.99 $ 0.03 Net income per common share—diluted (4) $ 0.04 $ 0.06 $ 0.97 $ 0.03 (1) On January 1, 2016, we acquired DMS Health. The results of DMS Health are included in our results since the acquisition date (See Note 3). (2) Included in net income for the first quarter of 2016 and third quarter of 2015 is an income tax benefit of $12.5 million and $18.2 million , respectively, primarily related to the release of the valuation allowance associated with a portion of our deferred tax assets. (3) On March 5, 2015, we acquired MD Office. The results of MD Office are included in our results since the acquisition date (See Note 3). (4) Earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly net earnings per share will not necessarily equal the total for the year. |
The Company (Details)
The Company (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2016 | |
The Company [Abstract] | ||
Number of reportable segments | 4 | 4 |
Basis Of Presentation And Sig35
Basis Of Presentation And Significant Accounting Policies - Securities Available for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | $ 400 | $ 200 | |
Available-for-sale Securities, Fair Value | $ 300 | ||
Corporate Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost | 3,958 | $ 1,225 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (240) | (53) | |
Available-for-sale Securities, Fair Value | 3,718 | 1,172 | |
Common Stock | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Equity Securities, Amortized Cost Basis | 721 | 308 | |
Available-for-sale Equity Securities, Gross Unrealized Gain | 0 | 0 | |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Loss, before Tax | (230) | (53) | |
Available-for-sale Securities, Fair Value | 491 | 255 | |
Less than 1 year [Member] | Corporate Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost | 2,311 | 917 | |
Available-for-sale Securities, Unrealized Gains | 0 | 0 | |
Available-for-sale Securities, Unrealized Losses | (5) | 0 | |
Available-for-sale Securities, Fair Value | 2,306 | 917 | |
1-3 years [Member] | Corporate Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost | 926 | 0 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (5) | 0 | |
Available-for-sale Securities, Fair Value | 921 | 0 | |
Level 2 | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Fair Value | 3,718 | 1,172 | |
Level 2 | Corporate Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Fair Value | 3,227 | 917 | |
Level 2 | Common Stock | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Fair Value | $ 491 | $ 255 |
Basis Of Presentation And Sig36
Basis Of Presentation And Significant Accounting Policies - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Allowance for Doubtful Accounts | ||||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||||
Balance | [1] | $ 444 | $ 264 | $ 270 |
Provision | [1] | 740 | 483 | 571 |
Write-offs and recoveries, net | [1] | (653) | (303) | (577) |
Balance | [1] | 531 | 444 | 264 |
Reserves for Billing Adjustments and Contractual Allowances | ||||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||||
Balance | [2] | 10 | 7 | 8 |
Provision | [2] | 182 | 105 | 99 |
Write-offs and recoveries, net | [2] | (179) | (102) | (100) |
Balance | [2] | 13 | 10 | 7 |
Reserves for Contractual Allowance [Member] | ||||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||||
Balance | 590 | 707 | 0 | |
Provision | 24,280 | 22,256 | 18,675 | |
Write-offs and recoveries, net | (24,355) | (22,373) | (17,968) | |
Balance | $ 515 | $ 590 | $ 707 | |
[1] | The provision was charged against general and administrative expenses. | |||
[2] | The provision was charged against Services revenue. |
Basis Of Presentation And Sig37
Basis Of Presentation And Significant Accounting Policies - Reserves For Excess And Obsolete Inventories (Details) - Reserve For Excess and Obsolete Inventories - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance | $ 719 | $ 1,913 | $ 2,543 |
Provision | (199) | (967) | (630) |
Write-offs and srap | (104) | (227) | 0 |
Balance | $ 416 | $ 719 | $ 1,913 |
Basis Of Presentation And Sig38
Basis Of Presentation And Significant Accounting Policies - Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |||
Standard product warranty period | 12 months | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance | $ 213 | $ 176 | $ 137 |
Charges to Diagnostic Imaging cost of revenues | 326 | 331 | 286 |
Applied to liability | (343) | (294) | (247) |
Balance | $ 196 | $ 213 | $ 176 |
Basis Of Presentation And Sig39
Basis Of Presentation And Significant Accounting Policies - Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Loss Per Share [Line Items] | |||||||||||
Vested restricted stock units used to compute basic net loss per share | 10,240 | 0 | 5,063 | ||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net loss | $ 1,978 | $ (283) | $ 998 | $ 11,609 | $ 678 | $ 19,120 | $ 1,097 | $ 745 | $ 14,302 | $ 21,640 | $ 2,475 |
Shares used to compute basic net loss per share (in dollars per share) | 19,594,000 | 19,210,000 | 18,571,000 | ||||||||
Shares used to compute diluted net loss per share (in dollars per share) | 20,067,000 | 19,690,000 | 18,878,000 | ||||||||
Earnings Per Share, Basic (in dollars per share) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.60 | $ 0.03 | $ 0.99 | $ 0.06 | $ 0.04 | $ 0.73 | $ 1.13 | $ 0.13 |
Earnings Per Share, Diluted (in dollars per share) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.58 | $ 0.03 | $ 0.97 | $ 0.06 | $ 0.04 | $ 0.71 | $ 1.10 | $ 0.13 |
Stock Options | |||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Stock options | 398,000 | 449,000 | 307,000 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Stock options | 75,000 | 31,000 | 0 | ||||||||
Stock Options | |||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Antidilutive common shares excluded from computation of diluted net loss | 15,844 | 984 | 66,917 |
Basis Of Presentation And Sig40
Basis Of Presentation And Significant Accounting Policies - Acquisition (Details) - Telerhythmics [Member] $ in Millions | Mar. 13, 2014USD ($) |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 0.5 |
Basis Of Presentation And Sig41
Basis Of Presentation And Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | $ 0 | ||
Impairment of long-lived assets to be disposed of | 0 | 100,000 | 0 | ||
Goodwill impairment loss | 338,000 | 0 | 0 | ||
Restricted cash and cash equivalents | 3,500,000 | ||||
Restructuring charges | 0 | 0 | 692,000 | ||
Unamortized debt issuance costs | 800,000 | ||||
Shipping and handling costs | 900,000 | 600,000 | 500,000 | ||
Advertising costs | 300,000 | 300,000 | 200,000 | ||
Income Tax Expense (Benefit) | $ 12,500,000 | $ 18,200,000 | $ (12,417,000) | $ (19,123,000) | $ 62,000 |
Customer Relationships | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 9 years 6 months | 8 years 2 months 12 days | |||
Trademarks | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 6 years 3 months 19 days | 8 years | |||
Patents | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 15 years | 14 years 7 months 6 days | |||
Noncompete Agreements | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 5 years | 5 years | |||
Minimum [Member] | Machinery and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 3 years | ||||
Minimum [Member] | Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 3 years | ||||
Minimum [Member] | Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 5 years | ||||
Minimum [Member] | Customer Relationships | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 3 years | ||||
Maximum [Member] | Machinery and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 10 years | ||||
Maximum [Member] | Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 10 years | ||||
Maximum [Member] | Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of the long-lived assets | 20 years | ||||
Maximum [Member] | Patents | |||||
Property, Plant and Equipment [Line Items] | |||||
Weighted Average Useful Lives (in years) | 15 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) shares in Thousands, $ in Thousands | Mar. 05, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Jan. 01, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Contingent Consideration, Liability | $ 84 | $ 175 | $ 84 | $ 175 | $ 229 | $ 84 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||||||||
Operating Income (Loss) | 1,477 | $ 689 | $ 1,472 | $ (553) | 498 | $ 948 | $ 1,163 | $ 165 | 3,085 | 2,774 | 2,518 | |||
Issuances of common stock for acquisitions | 0 | 2,684 | 0 | |||||||||||
DMS Health [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition Related Costs | 1,900 | 1,300 | 3,300 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||||||||
Cash and cash equivalents | 6,842 | 6,842 | 6,842 | |||||||||||
Accounts receivable | 6,686 | 6,686 | 6,686 | |||||||||||
Inventories | 324 | 324 | 324 | |||||||||||
Income taxes receivable | 2,062 | 2,062 | 2,062 | |||||||||||
Other current and non-current assets | 706 | 706 | 706 | |||||||||||
Property and equipment | 25,999 | 25,999 | 25,999 | |||||||||||
Effect of Depreciation | 100 | |||||||||||||
Intangible assets | 10,862 | 10,862 | 10,862 | |||||||||||
Goodwill | 3,678 | 3,678 | 3,678 | |||||||||||
Accounts payable | (4,514) | (4,514) | (4,514) | |||||||||||
Accrued expenses | (2,946) | (2,946) | (2,946) | |||||||||||
Payable to former Stockholders | (2,062) | (2,062) | (2,062) | |||||||||||
Deferred revenue | (1,677) | (1,677) | (1,677) | |||||||||||
Debt | (9,350) | (9,350) | (9,350) | |||||||||||
Income taxes payable, noncurrent | (949) | (949) | (949) | |||||||||||
Deferred tax liabilities, noncurrent | (3,337) | (3,337) | (3,337) | |||||||||||
Total net assets acquired | 32,324 | 32,324 | 32,324 | |||||||||||
Revenues | 63,300 | |||||||||||||
Operating Income (Loss) | 2,200 | |||||||||||||
MD Office [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Issuances of common stock for acquisition (shares) | 610 | |||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 400 | |||||||||||||
Contingent Consideration, Liability | 84 | $ 153 | 84 | $ 153 | $ 0 | 84 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||||||||
Issuances of common stock for acquisitions | $ 2,700 | |||||||||||||
Scenario, Previously Reported [Member] | DMS Health [Member] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||||||||
Cash and cash equivalents | 6,842 | 6,842 | 6,842 | |||||||||||
Accounts receivable | 6,686 | 6,686 | 6,686 | |||||||||||
Inventories | 324 | 324 | 324 | |||||||||||
Income taxes receivable | 2,062 | 2,062 | 2,062 | |||||||||||
Other current and non-current assets | 706 | 706 | 706 | |||||||||||
Property and equipment | 26,199 | 26,199 | 26,199 | |||||||||||
Intangible assets | 10,862 | 10,862 | 10,862 | |||||||||||
Goodwill | 4,307 | 4,307 | 4,307 | |||||||||||
Accounts payable | (4,514) | (4,514) | (4,514) | |||||||||||
Accrued expenses | (2,946) | (2,946) | (2,946) | |||||||||||
Payable to former Stockholders | (2,062) | (2,062) | (2,062) | |||||||||||
Deferred revenue | (1,677) | (1,677) | (1,677) | |||||||||||
Debt | (9,350) | (9,350) | (9,350) | $ (9,400) | ||||||||||
Income taxes payable, noncurrent | (949) | (949) | (949) | |||||||||||
Deferred tax liabilities, noncurrent | (3,566) | (3,566) | (3,566) | |||||||||||
Total net assets acquired | 32,924 | 32,924 | 32,924 | |||||||||||
Scenario, Adjustment [Member] | DMS Health [Member] | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||||||||
Property and equipment | (200) | (200) | (200) | |||||||||||
Goodwill | (629) | (629) | (629) | |||||||||||
Deferred tax liabilities, noncurrent | 229 | 229 | 229 | |||||||||||
Total net assets acquired | $ (600) | $ (600) | $ (600) |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Net income per share: | ||||||
Deferred Income Tax Expense (Benefit) | $ (12,479) | $ (19,146) | $ 21 | |||
Income Tax Expense (Benefit) | $ 12,500 | $ 18,200 | (12,417) | (19,123) | $ 62 | |
DMS Health [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | 125,467 | 128,606 | ||||
Net income | $ 2,360 | $ 24,125 | ||||
Net income per share: | ||||||
Net income per share - basic (in USD per share) | $ 0.12 | $ 1.26 | ||||
Net income per share - Diluted (in USD per share) | $ 0.12 | $ 1.23 | ||||
Acquisition Related Costs | $ 1,900 | $ 1,300 | $ 3,300 | |||
Deferred Income Tax Expense (Benefit) | $ (13,200) | |||||
Income Tax Expense (Benefit) | $ (19,123) |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Fair Value | $ 11,628 | $ 3,079 |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Lives (in years) | 9 years 6 months | 8 years 2 months 12 days |
Fair Value | $ 6,246 | $ 2,230 |
DMS Health [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Lives (in years) | 7 years 3 months 19 days | |
Fair Value | $ 10,862 | |
DMS Health [Member] | Philips Contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Lives (in years) | 3 years 3 months 19 days | |
Fair Value | $ 2,165 | |
DMS Health [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Lives (in years) | 6 years | |
Fair Value | $ 3,823 | |
DMS Health [Member] | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Weighted Average Useful Lives (in years) | 10 years | |
Fair Value | $ 4,874 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) - DMS Health [Member] - USD ($) $ in Thousands | Jan. 01, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
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 | $ 32,900 | 32,324 |
Less: cash and cash equivalents acquired | (6,842) | |
Total purchase price, net of cash acquired | $ 25,482 |
Fair Value Measurements Assets
Fair Value Measurements Assets Recorded at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | $ 300 | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | $ 0 | $ 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 1,172 | 3,718 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 84 | 175 | |
Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 1,172 | 3,718 | |
Corporate Debt Securities | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 0 | 0 | |
Corporate Debt Securities | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 917 | 3,227 | |
Corporate Debt Securities | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 0 | 0 | |
Common Stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 255 | 491 | |
Common Stock | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 0 | 0 | |
Common Stock | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 255 | 491 | |
Common Stock | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 0 | 0 | |
Total | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 1,172 | 3,718 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 84 | 175 | |
Total | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | 917 | 3,227 | |
Total | Common Stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Fair Value | $ 255 | $ 491 |
Supplementary Balance Sheet I47
Supplementary Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory, Net [Abstract] | |||
Raw materials | $ 2,494 | $ 2,600 | |
Work-in-process | 1,483 | 1,649 | |
Finished goods | 2,426 | 851 | |
Total inventories | 6,403 | 5,100 | |
Less reserve for excess and obsolete inventories | (416) | (719) | |
Total inventories, net | 5,987 | 4,381 | |
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 59,291 | 29,392 | |
Less accumulated depreciation | (27,884) | (23,140) | |
Total property and equipment, net | 31,407 | 6,252 | |
Depreciation | 7,576 | 1,935 | $ 1,579 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Intangible assets, gross | 17,530 | 6,668 | |
Accumulated amortization | (5,902) | (3,589) | |
Finite-Lived Intangible Assets, Net | 11,628 | 3,079 | |
Amortization of intangible assets | 2,313 | 506 | $ 356 |
Amortization expense for intangible assets, 2017 | 2,300 | ||
Amortization expense for intangible assets, 2018 | 2,200 | ||
Amortization expense for intangible assets, 2019 | 1,800 | ||
Amortization expense for intangible assets, 2020 | 1,500 | ||
Amortization expense for intangible assets, 2021 | 1,500 | ||
Amortization expense for intangible assets, thereafter | 2,300 | ||
Accrued Liabilities, Current [Abstract] | |||
Professional fees | 415 | 1,006 | |
Sales and property taxes payable | 440 | 268 | |
Radiopharmaceuticals and consumable medical supplies | 274 | 83 | |
Current portion of capital lease obligation | 640 | 724 | |
Facilities and related costs | 209 | 127 | |
Outside services and consulting | 300 | 258 | |
Payable to former DMS Health Stockholders | 574 | 0 | |
Other accrued liabilities | 668 | 532 | |
Total other current liabilities | 3,520 | 2,998 | |
Land | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 1,170 | 0 | |
Leasehold Improvements | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,946 | 583 | |
Machinery and Equipment | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 50,689 | 25,254 | |
Computer hardware and software | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 4,486 | $ 3,555 | |
Customer Relationships | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Lives (in years) | 9 years 6 months | 8 years 2 months 12 days | |
Intangible assets, gross | $ 10,363 | $ 5,489 | |
Accumulated amortization | (4,117) | (3,259) | |
Finite-Lived Intangible Assets, Net | $ 6,246 | $ 2,230 | |
Trademarks | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Lives (in years) | 6 years 3 months 19 days | 8 years | |
Intangible assets, gross | $ 4,610 | $ 787 | |
Accumulated amortization | (891) | (150) | |
Finite-Lived Intangible Assets, Net | $ 3,719 | $ 637 | |
Distribution Rights | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Lives (in years) | 3 years 3 months 19 days | ||
Intangible assets, gross | $ 2,165 | ||
Accumulated amortization | (658) | ||
Finite-Lived Intangible Assets, Net | $ 1,507 | ||
Patents | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Lives (in years) | 15 years | 14 years 7 months 6 days | |
Intangible assets, gross | $ 141 | $ 141 | |
Accumulated amortization | (131) | (125) | |
Finite-Lived Intangible Assets, Net | $ 10 | $ 16 | |
Noncompete Agreements | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Lives (in years) | 5 years | 5 years | |
Intangible assets, gross | $ 251 | $ 251 | |
Accumulated amortization | (105) | (55) | |
Finite-Lived Intangible Assets, Net | $ 146 | $ 196 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | 22 Months Ended | 34 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Mar. 05, 2015 | Dec. 31, 2014 | Mar. 13, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent Consideration, Liability | $ 84,000 | $ 175,000 | $ 84,000 | $ 84,000 | $ 229,000 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 6,000 | ||||||
Business Combination, Contingent Consideration, Payment | (27,000) | ||||||
Change in estimated fair value | (64,000) | (60,000) | |||||
Telerhythmics [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 500,000 | ||||||
Contingent Consideration, Liability | 0 | 22,000 | 0 | 0 | 229,000 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | 0 | |||||
Business Combination, Contingent Consideration, Payment | 0 | ||||||
Change in estimated fair value | (22,000) | (207,000) | |||||
MD Office [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 400,000 | ||||||
Contingent Consideration, Liability | 84,000 | 153,000 | 84,000 | $ 84,000 | $ 0 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 6,000 | $ 100,000 | |||||
Business Combination, Contingent Consideration, Payment | (27,000) | ||||||
Change in estimated fair value | $ (42,000) | $ 147,000 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Goodwill | $ 6,237,000 | $ 2,897,000 | $ 1,337,000 |
Goodwill impairment loss | (338,000) | 0 | 0 |
MD Office [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 3,678,000 | 0 | |
Goodwill, Acquired During Period | 3,678,000 | 1,560,000 | |
DMS Health [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 0 | ||
Goodwill, Acquired During Period | 3,678,000 | 0 | |
Telerhythmics [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | (338,000) | ||
Diagnostic Services [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 2,559,000 | 2,897,000 | $ 1,337,000 |
Diagnostic Services [Member] | MD Office [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | $ 1,560,000 | ||
Diagnostic Services [Member] | DMS Health [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | 0 | ||
Diagnostic Services [Member] | Telerhythmics [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | $ (338,000) |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) | Jan. 01, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Expiration Period | 5 years | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | |
Line of Credit Facility, Current Borrowing Capacity | $ 6,300,000 | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
Interest Expense, Debt | $ 1,400,000 | |
Amortization of Debt Issuance Costs | 400,000 | |
Restricted Cash and Investments, Noncurrent | $ 4,000,000 | |
Line Of Credit Facility, Prepayment Fee | 1.00% | |
Restricted Cash, Current [Member] | ||
Debt Instrument [Line Items] | ||
Restricted Cash and Investments, Noncurrent | $ 1,100,000 | |
Restricted Cash, Noncurrent [Member] | ||
Debt Instrument [Line Items] | ||
Restricted Cash and Investments, Noncurrent | 2,000,000 | |
Available-for-sale Securities [Member] | ||
Debt Instrument [Line Items] | ||
Restricted Cash and Investments, Noncurrent | $ 900,000 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Federal Funds Effective Swap Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Term Loan, A [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | |
Term Loan, A [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Term Loan, A [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
Term Loan, B [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500,000 | |
Term Loan, B [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |
Term Loan, B [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,500,000 | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
Revolving Credit Facility [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
Debt - Outstanding Borrowings (
Debt - Outstanding Borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 21,963 | |
Debt Issuance Costs, Net | (535) | |
Long-term Debt, Current Maturities | (5,358) | $ 0 |
Long-term debt, net of current portion | 16,070 | $ 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit, Noncurrent | $ 0 | |
Line of Credit Facility, Interest Rate During Period | 2.69% | |
Term Loan, A [Member] | ||
Debt Instrument [Line Items] | ||
Secured Long-term Debt, Noncurrent | $ 17,382 | |
Debt Instrument, Interest Rate During Period | 3.15% | |
Term Loan, B [Member] | ||
Debt Instrument [Line Items] | ||
Secured Long-term Debt, Noncurrent | $ 4,581 | |
Debt Instrument, Interest Rate During Period | 5.65% |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt, maturities, 2017 | $ 5,358 |
Long-term debt, maturities, 2018 | 4,935 |
Long-term debt, maturities, 2019 | 2,856 |
Long-term debt, maturities, 2020 | 2,856 |
Long-term debt, maturities, thereafter | 5,958 |
Long-term Debt | $ 21,963 |
Commitments And Contingencies53
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease rent expense | $ 5,800 | $ 1,300 | $ 1,300 |
Operating Leases | |||
2,017 | 2,301 | ||
2,018 | 1,112 | ||
2,019 | 913 | ||
2,020 | 663 | ||
2,021 | 222 | ||
Thereafter | 0 | ||
Total future minimum lease payments | 5,211 | ||
Capital Leases | |||
2,017 | 681 | ||
2,018 | 324 | ||
2,019 | 137 | ||
2,020 | 42 | ||
2,021 | 0 | ||
Thereafter | 0 | ||
Total future minimum lease payments | 1,184 | ||
Less amounts representing interest | (65) | ||
Present value of obligations | 1,119 | ||
Less: current capital lease obligations | (640) | ||
Total long-term capital lease obligations | $ 479 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Aggregate number of shares of common stock authorized to issue under the Plans (shares) | 1,856,733 | ||
Shares available for future issuance under the Plans (shares) | 582,983 | ||
Number of shares reserved for issuance under the Plans | 10,248 | ||
Stock Options | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock options contractual term under the Plans | 4 years 2 months 23 days | ||
Weighted average grabnt-date fair value of options granted (in dollars per share) | $ 1.34 | $ 0.70 | |
Unrecognized compensation cost | $ 0.2 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months | ||
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $ 0.8 | $ 0.6 | $ 0.2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 1.1 | $ 0.2 | $ 0.1 |
Stock Options | Minimum [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock options requisite service period under the Plans | 2 years | ||
Stock options contractual term under the Plans | 7 years | ||
Stock Options | Maximum [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock options requisite service period under the Plans | 4 years | ||
Stock options contractual term under the Plans | 10 years | ||
Restricted Stock | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Restricted stock settlement period under the Plans | 36 months | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 17 days | ||
Weighted average grant-date fair value of the restricted stock units | $ 5.28 | $ 4.14 | $ 3.81 |
Restricted Stock | Minimum [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
restricted stock vesting period under the Plans | 1 year | ||
Restricted Stock | Maximum [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
restricted stock vesting period under the Plans | 3 years |
Share Based Compensation - Stoc
Share Based Compensation - Stock Options Fair Value Weighted Average Valuation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.00% | 0.00% | 43.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 0 years | 4 years 1 month 6 days |
Risk-free interest rate | 1.50% | 0.00% | 1.20% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 3.90% | 0.00% | 5.70% |
Share Based Compensation - St56
Share Based Compensation - Stock Options Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 0 years | 4 years 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 3.90% | 0.00% | 5.70% |
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $ 800 | $ 600 | $ 200 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 1,100 | $ 200 | $ 100 |
Number of Shares [Roll Forward] | |||
Options exercisable at December 31, 2015 (shares) | 1,028 | ||
Options outstanding at December 31, 2015 (shares) | 1,259 | ||
Options granted (shares) | 125 | ||
Options forfeited (shares) | (5) | ||
Options expired (shares) | (1) | ||
Options exercised (shares) | (396) | ||
Options outstanding at December 31, 2016 (shares) | 982 | 1,028 | |
Options exercisable at December 31, 2016 (shares) | 804 | 1,259 | |
Weighted Average Exercise Price per Share [Roll Forward] | |||
Options exercisable at December 31, 2015 - Weighted Average Exercise Price per Share (US$ per share) | $ 2.42 | ||
Options outstanding at December 31, 2015 - Weighted Average Exercise Price per Share (US$ per share) | 2.50 | ||
Options granted - Weighted Average Exercise Price per Share (US$ pre share) | 5.12 | ||
Options forfeited - Weighted Average Exercise Price per Share (US$ per share) | 2.06 | ||
Options expired - Weighted Average Exercise Price per Share (US$ per share) | 1.21 | ||
Options exercised - Weighted Average Exercise Price per Share (US$ per share) | 2.07 | ||
Options outstanding at December 31, 2016 - Weighted Average Exercise Price per Share (US$ per share) | 3.01 | $ 2.42 | |
Options exercisable at December 31, 2016 - Weighted Average Exercise Price per Share (US$ per share) | $ 2.69 | $ 2.50 | |
Options outstanding - Weighted Average Remaining Contractual Term (in years) | 4 years 2 months 23 days | ||
Options exercisable - Weighted Average Remaining Contractual Term (in years) | 3 years 6 months 4 days | ||
Options outstanding at December 31, 2016 - Aggregate Intrinsic Value | $ 1,970 | ||
Options exercisable at December 31, 2016 - Aggregate Intrinsic Value | $ 1,856 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,000 | |||
Nonvested Resticted Stock Units - Number of Shares [Roll Forward] | ||||
Non-vested restricted stock units outstanding at December 31, 2015 (shares) | 316 | 202 | 316 | |
Granted (shares) | 247 | |||
Forfeited (shares) | (10) | |||
Vested (shares) | (123) | |||
Non-vested restricted stock units outstanding at December 31, 2016 (shares) | 316 | 202 | ||
Nonvested Restricted Stock Units - Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Non-vested restricted stock units outstanding at December 31, 2015 - Weighted Average Grant Date Fair Value (US$ per share) | $ 4 | |||
Granted (US$ per share) | 5.28 | $ 4.14 | $ 3.81 | |
Forfeited (US$ per share) | 4.50 | |||
Vested (US$ per share) | 4.04 | |||
Non-vested restricted stock units outstanding at December 31, 2016 - Weighted Average Grant Date Fair Value (US$ per share) | $ 4.97 | $ 4 | ||
Fair value on vesting date of vested restricted stock units | $ 679 | $ 0 | $ 0 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 17 days |
Share Based Compensation - Allo
Share Based Compensation - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 1,024 | $ 616 | $ 326 |
DIS | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 27 | 18 | 1 |
Diagnostic Imaging [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 14 | 47 | 26 |
Marketing and sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 237 | 98 | 51 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 746 | $ 453 | $ 248 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | ||||
State income tax net operating loss carryforwards | $ 26,200 | |||
Unrecognized Tax Benefits - Balance at end of year | 4,134 | $ 3,916 | $ 1,553 | $ 1,553 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 3,400 | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal income tax net operating loss carryforwards | 91,800 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State loss carryforward subject to expiration | 1,100 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and California research and other credit carryforwards | 1,800 | |||
Federal And California Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and California research and other credit carryforwards | 2,100 | |||
Expiring In Year Two | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State loss carryforward subject to expiration | $ 100 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Current Federal Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | ||
Current State and Local Tax Expense (Benefit) | 18 | 23 | 41 | ||
Current Foreign Tax Expense (Benefit) | 44 | 0 | 0 | ||
Current Income Tax Expense (Benefit) | 62 | 23 | 41 | ||
Deferred Federal Income Tax Expense (Benefit) | (12,630) | (17,347) | 18 | ||
Deferred State and Local Income Tax Expense (Benefit) | 151 | (1,799) | 3 | ||
Deferred Foreign Income Tax Expense (Benefit) | 0 | 0 | 0 | ||
Deferred Income Tax Expense (Benefit) | (12,479) | (19,146) | 21 | ||
Income Tax Expense (Benefit) | $ 12,500 | $ 18,200 | $ (12,417) | $ (19,123) | $ 62 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at statutory federal rate | 34.00% | 34.00% | 35.00% |
State income tax expense, net of federal benefit | 4.00% | 3.40% | 4.80% |
Permanent differences and other | 4.30% | 4.40% | (2.90%) |
Transaction costs | 2.60% | 23.10% | 0.00% |
Withholding costs | 2.20% | 0.00% | 0.00% |
Tax credit | (2.60%) | (0.00%) | (0.00%) |
Change in effective federal and state tax rates | (0.40%) | 37.60% | (3.20%) |
Expiration of net operating loss and tax credit carryovers | 3.40% | 8.40% | 1.10% |
Stock compensation expense | 0.00% | 0.00% | 0.10% |
Reserve for uncertain tax positions and other reserves | (6.00%) | 76.80% | 0.00% |
Change in valuation allowance | (668.00%) | (947.50%) | (32.50%) |
(Benefit) provision for income taxes | (626.50%) | (759.80%) | 2.40% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 35,540 | $ 31,598 |
Research and development and other credits | 89 | 38 |
Reserves | 964 | 891 |
Intangibles | 0 | 1,316 |
Other, net | 1,980 | 1,300 |
Total deferred tax assets | 38,573 | 35,143 |
Fixed assets and other | (6,221) | (348) |
Intangibles | (2,335) | 0 |
Total deferred tax liabilities | (8,556) | (348) |
Valuation allowance for deferred tax assets | (2,998) | (16,217) |
Net deferred tax assets | $ 27,019 | $ 18,578 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 3,400 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits - Balance at beginning of year | 3,916 | $ 1,553 | $ 1,553 |
Increases related to prior year tax positions | 882 | 2,363 | 0 |
Settlements with taxing authorities | (187) | 0 | 0 |
Expiration of the statute of limitations for the assessment of taxes | (477) | 0 | 0 |
Unrecognized Tax Benefits - Balance at end of year | $ 4,134 | $ 3,916 | $ 1,553 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Maximum annual contribution of annual salary per employee | 100.00% | ||
The Company's contributions to its retirement plans | $ 0.6 | $ 0.2 | $ 0.2 |
Permafix (Details)
Permafix (Details) - USD ($) $ in Thousands | Jul. 27, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Investments in and Advances to Affiliates [Line Items] | |||
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | $ 400 | $ 200 | |
Available-for-sale Securities, Fair Value | $ 300 | ||
Other Affiliates [Member] | |||
Investments in and Advances to Affiliates [Line Items] | |||
Payments to Acquire Available-for-sale Securities, Equity | $ 1,000 | ||
Investments in and Advances to Affiliates, Balance, Shares | 71,429 | ||
Sale of Stock, Percentage of Ownership after Transaction | 5.40% | ||
Supply Commitment [Member] | Other Affiliates [Member] | |||
Investments in and Advances to Affiliates [Line Items] | |||
Payments to Acquire Available-for-sale Securities, Equity | $ 100 |
Related Party Transaction (Deta
Related Party Transaction (Details) - Other Affiliates [Member] $ in Millions | Jul. 27, 2015USD ($)shares |
Related Party Transaction [Line Items] | |
Investment made as part of Subscription Agreement | $ | $ 1 |
Shares acquired | shares | 71,429 |
Segments (Details)
Segments (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 13, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||||
Number of reportable segments | segment | 4 | 4 | |||||||||||
Revenues | $ 125,467,000 | $ 60,826,000 | $ 55,608,000 | ||||||||||
Consolidated gross profit | $ 8,642,000 | $ 8,301,000 | $ 9,765,000 | $ 9,065,000 | $ 4,692,000 | $ 4,802,000 | $ 4,767,000 | $ 3,648,000 | 35,773,000 | 17,909,000 | 16,640,000 | ||
Consolidated income (loss) from operations | $ 1,477,000 | $ 689,000 | $ 1,472,000 | $ (553,000) | $ 498,000 | $ 948,000 | $ 1,163,000 | $ 165,000 | 3,085,000 | 2,774,000 | 2,518,000 | ||
Other income (expense), net | 212,000 | (233,000) | 2,000 | ||||||||||
Interest (expense) income, net | (1,412,000) | (24,000) | 17,000 | ||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 1,885,000 | 2,517,000 | 2,537,000 | ||||||||||
Consolidated depreciation and amortization | 9,889,000 | 2,441,000 | 1,935,000 | ||||||||||
Restructuring charges | 0 | 0 | 692,000 | ||||||||||
DIS | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 48,305,000 | 46,407,000 | 42,170,000 | ||||||||||
Consolidated gross profit | 10,486,000 | 10,439,000 | 10,449,000 | ||||||||||
Consolidated income (loss) from operations | 220,000 | 372,000 | 220,000 | ||||||||||
Consolidated depreciation and amortization | 2,880,000 | 2,150,000 | 1,672,000 | ||||||||||
Diagnostic Imaging | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 13,870,000 | 14,419,000 | 13,438,000 | ||||||||||
Consolidated gross profit | 7,116,000 | 7,470,000 | 6,191,000 | ||||||||||
Consolidated income (loss) from operations | 2,581,000 | 3,740,000 | 2,298,000 | ||||||||||
Consolidated depreciation and amortization | 244,000 | 291,000 | 263,000 | ||||||||||
Mobile Healthcare | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 47,206,000 | 0 | 0 | ||||||||||
Consolidated gross profit | 9,510,000 | 0 | 0 | ||||||||||
Consolidated income (loss) from operations | (101,000) | 0 | 0 | ||||||||||
Consolidated depreciation and amortization | 5,736,000 | 0 | 0 | ||||||||||
Medical Device Sales and Service | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 16,086,000 | 0 | 0 | ||||||||||
Consolidated gross profit | 8,661,000 | 0 | 0 | ||||||||||
Consolidated income (loss) from operations | 2,306,000 | 0 | 0 | ||||||||||
Consolidated depreciation and amortization | 1,029,000 | 0 | 0 | ||||||||||
Segment Income from Operations | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Consolidated income (loss) from operations | 5,006,000 | 4,112,000 | 2,518,000 | ||||||||||
Unallocated Items | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Consolidated income (loss) from operations | $ (1,921,000) | $ (1,338,000) | $ 0 | ||||||||||
Telerhythmics [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Quaterly Financial Informatio68
Quaterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 31,134 | $ 31,086 | $ 32,090 | $ 31,157 | $ 15,578 | $ 15,862 | $ 15,547 | $ 13,839 | $ 95,511 | $ 46,407 | $ 42,170 |
Gross profit | 8,642 | 8,301 | 9,765 | 9,065 | 4,692 | 4,802 | 4,767 | 3,648 | 35,773 | 17,909 | 16,640 |
Loss from operations | 1,477 | 689 | 1,472 | (553) | 498 | 948 | 1,163 | 165 | 3,085 | 2,774 | 2,518 |
Net income | $ 1,978 | $ (283) | $ 998 | $ 11,609 | $ 678 | $ 19,120 | $ 1,097 | $ 745 | $ 14,302 | $ 21,640 | $ 2,475 |
Earnings Per Share, Basic (in dollars per share) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.60 | $ 0.03 | $ 0.99 | $ 0.06 | $ 0.04 | $ 0.73 | $ 1.13 | $ 0.13 |
Earnings Per Share, Diluted (in dollars per share) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.58 | $ 0.03 | $ 0.97 | $ 0.06 | $ 0.04 | $ 0.71 | $ 1.10 | $ 0.13 |
Income Tax Expense (Benefit) | $ 12,500 | $ 18,200 | $ (12,417) | $ (19,123) | $ 62 |
Subsequent Event - Dividend Pay
Subsequent Event - Dividend Payable (Details) - $ / shares | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Common stock dividends declared (usd per share) | $ 0.20 | $ 0.20 | $ 0.20 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock dividends declared (usd per share) | $ 0.05 |