Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
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-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 19,977,984 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Services | $ 23,539 | $ 24,666 | $ 46,413 | $ 48,671 |
Product and product-related | 6,247 | 7,424 | 12,453 | 14,576 |
Total revenues | 29,786 | 32,090 | 58,866 | 63,247 |
Cost of revenues: | ||||
Services | 18,950 | 19,179 | 37,405 | 37,685 |
Product and product-related | 3,803 | 3,146 | 7,321 | 6,732 |
Total cost of revenues | 22,753 | 22,325 | 44,726 | 44,417 |
Gross profit | 7,033 | 9,765 | 14,140 | 18,830 |
Operating expenses: | ||||
Marketing and sales | 2,269 | 2,837 | 4,669 | 5,462 |
General and administrative | 5,937 | 4,878 | 11,041 | 11,292 |
Amortization of intangible assets | 578 | 578 | 1,156 | 1,157 |
Total operating expenses | 8,784 | 8,293 | 16,866 | 17,911 |
(Loss) income from operations | (1,751) | 1,472 | (2,726) | 919 |
Other (expense) income, net | ||||
Other Nonoperating Income (Expense) | 0 | (58) | 0 | 14 |
Interest expense, net | (303) | (379) | (618) | (750) |
Gain (Loss) on Extinguishment of Debt | (709) | 0 | (709) | 0 |
Total other expense | (1,012) | (437) | (1,327) | (736) |
(Loss) income before income taxes | (2,763) | 1,035 | (4,053) | 183 |
Income tax (expense) benefit | (9) | (37) | (795) | 12,424 |
Net (loss) income | $ (2,772) | $ 998 | $ (4,848) | $ 12,607 |
Net income per share - basic (in dollars per share) | $ (0.14) | $ 0.05 | $ (0.24) | $ 0.65 |
Net income per share - diluted (in dollars per share | $ (0.14) | $ 0.05 | $ (0.24) | $ 0.63 |
Weighted average shares outstanding – basic | 19,979 | 19,529 | 19,957 | 19,489 |
Weighted average shares outstanding – diluted | 19,979 | 20,038 | 19,957 | 19,991 |
Dividends declared per common share (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.10 |
Other comprehensive loss: | ||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax | $ (69) | $ (23) | $ (31) | $ (23) |
Total other comprehensive loss | (69) | (23) | (31) | (23) |
Comprehensive (loss) income | $ (2,841) | $ 975 | $ (4,879) | $ 12,584 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,782 | $ 2,203 |
Securities available-for-sale | 187 | 917 |
Accounts receivable, net | 13,643 | 14,503 |
Inventories, net | 5,908 | 5,987 |
Restricted cash | 358 | 1,376 |
Other current assets | 1,880 | 2,093 |
Total current assets | 23,758 | 27,079 |
Property and equipment, net | 29,839 | 31,407 |
Intangible assets, net | 10,472 | 11,628 |
Goodwill | 6,237 | 6,237 |
Deferred tax assets | 26,878 | 27,019 |
Restricted cash | 100 | 2,100 |
Other assets | 1,010 | 793 |
Total assets | 98,294 | 106,263 |
Liabilities and stockholders’ equity | ||
Accounts payable | 5,661 | 6,514 |
Accrued compensation | 4,940 | 3,962 |
Accrued warranty | 174 | 196 |
Deferred revenue | 2,807 | 3,123 |
Current portion of long-term debt | 0 | 5,358 |
Other current liabilities | 4,493 | 3,520 |
Total current liabilities | 18,075 | 22,673 |
Long-term debt, net of current portion | 17,478 | 16,070 |
Other liabilities | 2,230 | 1,039 |
Total liabilities | 37,783 | 39,782 |
Commitments and contingencies (Note 7) | ||
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; 19,977,984 and 19,892,557 shares issued and outstanding (net of treasury shares) at June 30, 2017 and December 31, 2016, respectively | 2 | 2 |
Treasury stock, at cost; 2,588,484 shares at June 30, 2017 and December 31, 2016 | (5,728) | (5,728) |
Additional paid-in capital | 150,070 | 151,696 |
Accumulated other comprehensive loss | (83) | (52) |
Accumulated deficit | (83,750) | (79,437) |
Total stockholders’ equity | 60,511 | 66,481 |
Total liabilities and stockholders’ equity | $ 98,294 | $ 106,263 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 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 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 19,977,984 | 19,892,557 |
Common stock, shares outstanding | 19,977,984 | 19,892,557 |
Treasury stock, shares | 2,588,484 | 2,588,484 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net (loss) income | $ (4,848) | $ 12,607 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 4,011 | 3,691 |
Amortization of intangible assets | 1,156 | 1,157 |
Provision for bad debt, net of recoveries | 24 | 423 |
Stock-based compensation | 559 | 480 |
Amortization of loan fees | 153 | 188 |
Gain (Loss) on Extinguishment of Debt | 709 | 0 |
Gain on sale of assets | (70) | (33) |
Deferred income taxes | 676 | (11,806) |
Other Noncash Income (Expense) | (159) | 22 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 827 | (529) |
Inventories | 157 | (1,061) |
Other assets | (84) | (77) |
Accounts payable | (860) | (669) |
Accrued compensation | 978 | (187) |
Deferred revenue | (301) | 124 |
Other liabilities | 566 | (531) |
Net cash provided by operating activities | 3,494 | 3,799 |
Investing activities | ||
Purchases of property and equipment | (782) | (2,959) |
Proceeds from sale of property and equipment | 167 | 156 |
Payments to Acquire Available-for-sale Securities, Equity | (17) | 0 |
Maturities of securities available-for-sale | 917 | 956 |
Cash paid for acquisitions, net of cash acquired | 0 | (25,482) |
Net cash provided by (used in) investing activities | 285 | (27,329) |
Financing activities | ||
Proceeds from long-term borrowings | 29,353 | 33,257 |
Repayment of long-term debt | (33,838) | (17,731) |
Change in restricted cash | 3,018 | (1,792) |
Loan issuance and extinguishment costs | (110) | (504) |
Dividends paid | (1,993) | (1,948) |
Issuances of common stock | 0 | 176 |
Taxes paid related to net share settlement of equity awards | (192) | (97) |
Cash paid for contingent consideration for acquisitions | (27) | (27) |
Repayment of obligations under capital leases | (411) | (388) |
Net cash (used in) provided by financing activities | (4,200) | 10,946 |
Net decrease in cash and cash equivalents | (421) | (12,584) |
Cash and cash equivalents at beginning of period | 2,203 | 15,868 |
Cash and cash equivalents at end of period | 1,782 | |
Non-Cash Investing Activities | ||
Assets acquired by entering into capital leases | $ 1,844 | $ 269 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Basis of Presentation Basis of Presentation The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission ("SEC") instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all the information required by U.S. generally accepted accounting principles ("GAAP") to be included in a full set of financial statements. The unaudited condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2016 , filed with the SEC on Form 10-K on February 28, 2017, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. On January 1, 2016, we acquired Project Rendezvous Holding Corporation, the holding company of DMS Health Technologies ("DMS Health"). The financial results for all periods presented include the financial results of DMS Health. Use of Estimates Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from management’s estimates. Recently Adopted Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies the accounting for employee share-based payments. The new standard requires the immediate recognition of all excess tax benefits and deficiencies in the income statement, and requires classification of excess tax benefits as an operating activity as opposed to a financing activity in the statements of cash flows. This guidance will be applied either prospectively, retrospectively, or using a modified retrospective transition method, depending on the area covered in this update. We adopted this guidance during the first quarter of 2017. The primary impact of this guidance is the requirement to recognize all excess tax benefits and deficiencies on share-based payments in income tax expense. Upon the adoption of this requirement on a modified-retrospective basis, the previously unrecognized excess tax benefits on share-based compensation of $0.5 million were recorded through accumulated deficit and deferred tax assets as of January 1, 2017. Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, 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 are currently evaluating the impact that implementation of this guidance will have on our financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, 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 ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . 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 issued ASU 2016-02, Leases (Topic 842), which 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 issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which 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 May 2014, the FASB issued ASU 2014-09, Revenue Recognition - Revenue from Contracts with Customers (Topic 606) 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 anticipated impact of the adoption of this guidance on our financial statements. |
Basic and Diluted Net Income Pe
Basic and Diluted Net Income Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income (Loss) Per Share For the three and six months ended June 30, 2017 and 2016 , basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares and vested restricted stock units outstanding during the period. Diluted net income per common share is calculated to give effect to all dilutive securities, if applicable, using the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive. The following table sets forth the reconciliation of shares used to compute basic and diluted net income (loss) per share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (shares in thousands) 2017 2016 2017 2016 Weighted average shares outstanding - basic 19,979 19,529 19,957 19,489 Dilutive potential common stock outstanding: Stock options — 421 — 425 Restricted stock units — 88 — 77 Weighted average shares outstanding - diluted 19,979 20,038 19,957 19,991 The following weighted average outstanding common stock equivalents were not included in the calculation of diluted net income per share because their effect was anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (shares in thousands) 2017 2016 2017 2016 Stock options 287 15 301 15 Restricted stock units 84 — 74 — Total 371 15 375 15 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories are as follows: (in thousands) June 30, December 31, Inventories: Raw materials $ 2,463 $ 2,494 Work-in-process 2,062 1,483 Finished goods 1,806 2,426 Total inventories 6,331 6,403 Less reserve for excess and obsolete inventories (423 ) (416 ) Total inventories, net $ 5,908 $ 5,987 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: (in thousands) June 30, December 31, 2016 Property and equipment: Land $ 1,170 $ 1,170 Buildings and leasehold improvements 2,946 2,946 Machinery and equipment 52,943 50,689 Computer hardware and software 4,533 4,486 Total property and equipment 61,592 59,291 Less accumulated depreciation (31,753 ) (27,884 ) Total property and equipment, net $ 29,839 $ 31,407 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Assets and Liabilities Measured at Fair Value on a Recurring Basis. The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at June 30, 2017 and December 31, 2016 . Fair Value as of June 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ — $ — $ — Equity securities 187 231 — 418 Total $ 187 $ 231 $ — $ 418 Liabilities: Acquisition related contingent consideration $ — $ — $ — $ — Fair Value as of December 31, 2016 (in thousands) 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 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 six months ended June 30, 2017 . The investment in equity securities consists of common stock of publicly traded companies. The fair value of these securities is based on the closing prices observed on June 30, 2017 . The acquisition related contingent consideration is related to our acquisition of MD Office Solutions ("MD Office") on March 5, 2015. We reassess the fair value of the contingent consideration to be settled in cash related to our acquisition of MD Office using the income approach, which is a Level 3 measurement. Significant assumptions used in the measurement include probabilities of achieving EBITDA milestones. Changes in estimated fair value of contingent consideration liabilities from December 31, 2016 to June 30, 2017 are as follows (in thousands): MD Office Solutions Contingent Consideration Balance at December 31, 2016 $ 84 Contingent consideration payments (27 ) Change in estimated fair value (57 ) Balance at June 30, 2017 $ — The fair value of the Company's revolving credit facility approximates carrying value due to the variable rate nature of our borrowings. Securities Available-for-Sale As of June 30, 2017 , securities available-for-sale consist of investments in equity securities that are publicly traded. These investments include shares held in Birner Dental Management Services, a publicly traded company whose board of directors include a current Director of the Company. We classify all debt securities and a portion of equity 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. One of our equity securities, Perma-Fix Medical S.A. ("Perma-Fix Medical"), is 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. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for the three and six months ended June 30, 2017 and 2016. 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 expense, net within the unaudited condensed consolidated statements of operations and comprehensive income (loss). The realized gains and losses on these sales were minimal for the three and six months ended June 30, 2017 and 2016 . The following table sets forth the composition of securities available-for-sale as of June 30, 2017 and December 31, 2016 . Maturity in Years Cost Unrealized Fair Value As of June 30, 2017 (in thousands) Gains Losses Corporate debt securities Less than 1 year $ — $ — $ — $ — Corporate debt securities 1-3 years — — — — Equity securities - 501 — (83 ) 418 $ 501 $ — $ (83 ) $ 418 Maturity in Years Cost Unrealized Fair Value As of December 31, 2016 (in thousands) Gains Losses Corporate debt securities Less than 1 year $ 917 $ — $ — $ 917 Corporate debt securities 1-3 years — — — — Equity securities - 308 — (53 ) 255 $ 1,225 $ — $ (53 ) $ 1,172 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of long-term debt is as follows: June 30, 2017 December 31, 2016 (in thousands) Amount Interest Rate Amount Interest Rate Revolving Credit Facility $ 17,478 3.60% $ — Term Loan A (terminated June 21, 2017) — 17,382 3.15% Term Loan B (terminated June 21, 2017) — 4,581 5.65% Revolving Credit Facility (terminated June 21, 2017) — — 2.69% Total borrowings 17,478 21,963 Less: net unamortized debt issuance cost — (535 ) Less: current portion — (5,358 ) Long-term portion $ 17,478 $ 16,070 On June 21, 2017, the Company entered into a Revolving Credit Agreement (the “Comerica Credit Agreement”) with Comerica Bank, a Texas banking association (“Comerica”). The Comerica Credit Agreement provides for a five-year revolving credit facility with a maximum credit amount of $25.0 million maturing in June 2022. The Company’s subsidiaries are guarantors under the Comerica Credit Facility. Under the Comerica Credit Facility, the Company can request the issuance of letters of credit in an aggregate amount not to exceed $1.0 million at any one time. The Company used $22.1 million of the financing made available under the Comerica Credit Facility to repay and terminate, effective June 21, 2017, that certain Credit Agreement, dated January 1, 2016, by and among the Company, the subsidiaries of the Company, the lenders party thereto and Wells Fargo Bank as administrative agent (the "Wells Fargo Agreement"). The Wells Fargo Credit Agreement provided for a five-year credit facility with a maximum credit amount of $40.0 million . The Company recognized a $0.7 million loss on extinguishment due to the write off of unamortized deferred financing costs associated with the former credit facility under the Wells Fargo Credit Agreement. The Company incurred and capitalized $0.2 million of costs in connection with the Comerica Credit Facility, which are being amortized on a straight-line basis to interest expense over the five-year term of the new revolving credit facility. At the Company’s option, the Comerica Credit Facility will bear interest at either (i) the LIBOR Rate, as defined in the Comerica Credit Agreement, plus a margin of 2.35% ; or (ii) the PRR-based Rate, plus a margin of 0.5% . As further defined in the Comerica Credit Agreement, the "PRR-based Rate" means the greatest of (a) the Prime Rate in effect on such day (as defined in the Comerica Credit Agreement) plus 0.5% , or (b) the daily adjusting LIBOR Rate plus 2.50% . In addition to interest on outstanding borrowings under the Comerica Credit Facility, the revolving credit note bears an unused line fee of 0.25% , which is presented as interest expense. The borrowing availability under the Comerica Credit Agreement at June 30, 2017 was $7.5 million . The Comerica Credit Agreement contains certain representations, warranties, events of default, 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. These restrictions do not prevent or prohibit the payment of dividends by the Company consistent with past practice. The Comerica Credit Agreement requires us to comply with certain financial covenants, including fixed charge coverage and funded debt to Adjusted EBITDA ratios. The fixed charge coverage ratio is calculated based on the ratio of Adjusted EBITDA less capital expenditures and fixed charges (as defined in the Comerica Credit Agreement) measured on a quarterly basis as of the most recent fiscal quarter end. Per the Comerica Credit Agreement, we must maintain a fixed charge ratio of at least 1:25 for each trailing twelve month period as of the end of each fiscal quarter. The funded debt to Adjusted EBITDA ratio (as defined in the Comerica Credit Agreement) must be at least 2:25 measured at each fiscal quarter. Upon the occurrence and during the continuation of an event of default under the Comerica Credit Agreement, Comerica may, among other things, declare the loans and all other obligations under the Comerica Credit Agreement immediately due and payable and increase the interest rate at which loans and obligations under the Comerica Credit Agreement bear interest. Pursuant to a separate Security Agreement dated June 21, 2017, between the Company, its subsidiaries and Comerica Bank, the Comerica Credit Facility is secured by a first-priority security interest in substantially all of the assets (excluding real estate) of the Company and its subsidiaries and a pledge of all shares and membership interests of the Company’s subsidiaries. At June 30, 2017 , the Company was in compliance with all covenants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Capital Leases We finance certain information technology, medical equipment, and vehicles under capital leases. Obligations related to capital leases are secured by the underlying assets. During the six months ended June 30, 2017 , purchased equipment of $1.8 million was financed through capital leases with monthly installments with terms varying from three to five years. The carrying value of capital lease obligations as of June 30, 2017 and December 31, 2016 was as follows: (in thousands) June 30, 2017 December 31, 2016 Other current liabilities $ 866 $ 640 Other liabilities 1,664 479 Total $ 2,530 $ 1,119 Self-Insured Health Insurance Benefits Effective January 1, 2017, the Company provided health care benefits to its employees through a self-insured plan with "stop loss" coverage. The Company records a liability that represents our estimated cost of claims incurred and unpaid as of the balance sheet date. Our estimated reserve is based on historical experience and trends related to both health insurance claims and payments. The ultimate cost of health care benefits will depend on actual costs incurred to settle the claims and may differ from the amounts reserved by the Company for those claims. Litigation Matters In May 2016, Shaun Smith ("Smith"), a former employee of Digirad Imaging Solutions and MD Office Solutions, filed a lawsuit against Digirad Corporation, Digirad Imaging Solutions, Inc., and certain current and former officers of these companies, on behalf of himself and class members (collectively, the "Class Members") in Alameda County Superior Court. In October 2016, Smith filed a First Amended Complaint adding MD Office Solutions as a named defendant. Digirad Corporation, Digirad Imaging Solutions, Inc., and certain current and former officers of these companies and MD Office Solutions are collectively referred to as the "Defendants." In March 2017, Smith filed a Second Amended Complaint adding David Dolan ("Dolan") and Robert Erskine ("Erskine") as named plaintiffs. Smith, Dolan and Erskine are collectively referred to as the "Plaintiffs." The claim alleges that Defendants violated California laws by: failing to provide Class Members with off-duty meal and rest breaks, failing to furnish accurate wage statements, failing to timely pay all earned wages, and failing to pay all wages due upon a Class Member’s separation from Digirad Imaging Solutions, Inc. and MD Office Solutions, among other claims. In addition, Mr. Smith asserted individual claims for racial discrimination, retaliation and wrongful termination. During the quarter ended June 30, 2017, the parties to this action participated in a voluntary mediation and have reached a tentative settlement of the case and all claims. Contingent to preliminary court approval, acceptance by Class Members, and final court approval, the parties to this action agreed to settle the case for a total amount of approximately $1.3 million , which is accrued in the unaudited condensed consolidated statement of operations. If for any reason the tentative settlement is not approved by the court or accepted by Class Members, the tentative settlement could be set aside and the case may continue to be litigated. Other Matters In addition to commitments and obligations in the ordinary course of business, we have been, and will likely continue to be, subject to litigation or administrative proceedings incidental to our business, such as claims related to customer disputes, employment practices, wage and hour disputes, product liability, professional liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
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. During the six months ended June 30, 2017 , the Company recorded a $ 2.1 million valuation allowance due to uncertainties related to our ability to utilize some of our net operating losses before they expire. This adjustment reflected a decrease in forecasted income in combination with the impact of changes in the Company's temporary items on taxable income. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the six months ended June 30, 2017 , we have estimated the annual effective tax rate using year-to-date income before taxes pursuant to ASC 740, Income Taxes , paragraphs 740-270-30-30 through 740-270-30-34, which applies when the year to date loss exceeds the full year expected loss. We will reassess the ability to realize the deferred tax assets on a quarterly basis. If it is more likely than not that we will not realize the recognized deferred tax assets, then all or a portion of the valuation allowance may need to be re-established, which would result in a charge to tax expense. Conversely, if new events indicate that it is more likely than not that we will realize additional deferred tax assets, then all or a portion of the remaining valuation allowance may be released, which would result in a tax benefit. As of June 30, 2017 , we had unrecognized tax benefits of approximately $4.1 million related to uncertain tax positions. Included in the unrecognized tax benefits were $3.4 million of tax benefits that, if recognized, would reduce our annual effective tax rate, subject to the valuation allowance. We file income tax returns in the US 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 and research credit carryovers arising prior to that year are subject to adjustment. It is our policy to recognize interest expense and penalties related to uncertain income tax matters as a component of income tax expense. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments 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. We evaluate performance based on the gross profit and operating income (loss) excluding litigation reserve expense and transaction and integration costs. The Company does not identify or allocate its assets by operating segments. Our operating costs included in our shared service functions, which primarily consist of senior executive officers, finance, human resources, legal, and information technology, are allocated to our segments. During the first quarter of 2017, as part of our continual evaluation of our segment reporting, as well as our experience of use of shared costs in relationship to our acquisition of DMS Health on January 1, 2016, we modified the methodology in allocating shared costs to our segments. Results for the prior year have been recast to be comparable to the current year presentation. Segment information is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2017 2016 2017 2016 Revenue by segment: Diagnostic Services $ 12,559 $ 12,469 $ 24,761 $ 24,481 Diagnostic Imaging 2,943 3,418 5,726 7,000 Mobile Healthcare 10,980 12,197 21,652 24,190 Medical Device Sales and Service 3,304 4,006 6,727 7,576 Condensed consolidated revenue $ 29,786 $ 32,090 $ 58,866 $ 63,247 Gross profit by segment: Diagnostic Services $ 2,730 $ 2,907 $ 5,566 $ 5,455 Diagnostic Imaging 1,053 1,851 2,179 3,566 Mobile Healthcare 1,859 2,581 3,442 5,532 Medical Device Sales and Service 1,391 2,426 2,953 4,277 Condensed consolidated gross profit $ 7,033 $ 9,765 $ 14,140 $ 18,830 Income (loss) from operations by segment: Diagnostic Services $ 402 $ 222 $ 738 $ 203 Diagnostic Imaging (261 ) 641 (463 ) 1,022 Mobile Healthcare (133 ) 178 (947 ) 600 Medical Device Sales and Service (420 ) 602 (715 ) 715 Segment (loss) income from operations (412 ) 1,643 (1,387 ) 2,540 Litigation reserve (1) (1,339 ) — (1,339 ) — Transaction and integration costs of DMS Health Technologies (2) — (171 ) — (1,621 ) Condensed consolidated (loss) income from operations $ (1,751 ) $ 1,472 $ (2,726 ) $ 919 (1) See Note 7 for further information. (2) Includes diligence, transaction, and integration costs related to the acquisition of DMS Health Technologies on January 1, 2016. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 4, 2017, the Company announced a cash dividend of $0.055 per share payable on August 30, 2017 to shareholders of record on August 18, 2017. |
Financial Instruments (Policies
Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments, Policy | The fair value of our corporate debt securities is determined using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, and/or offers. |
Securities Available-for-sale, Policy | Securities Available-for-Sale As of June 30, 2017 , securities available-for-sale consist of investments in equity securities that are publicly traded. These investments include shares held in Birner Dental Management Services, a publicly traded company whose board of directors include a current Director of the Company. We classify all debt securities and a portion of equity 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. One of our equity securities, Perma-Fix Medical S.A. ("Perma-Fix Medical"), is 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. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for the three and six months ended June 30, 2017 and 2016. 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 expense, net within the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Basic and Diluted Net Income 17
Basic and Diluted Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the reconciliation of shares used to compute basic and diluted net income (loss) per share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (shares in thousands) 2017 2016 2017 2016 Weighted average shares outstanding - basic 19,979 19,529 19,957 19,489 Dilutive potential common stock outstanding: Stock options — 421 — 425 Restricted stock units — 88 — 77 Weighted average shares outstanding - diluted 19,979 20,038 19,957 19,991 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | The following weighted average outstanding common stock equivalents were not included in the calculation of diluted net income per share because their effect was anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (shares in thousands) 2017 2016 2017 2016 Stock options 287 15 301 15 Restricted stock units 84 — 74 — Total 371 15 375 15 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories are as follows: (in thousands) June 30, December 31, Inventories: Raw materials $ 2,463 $ 2,494 Work-in-process 2,062 1,483 Finished goods 1,806 2,426 Total inventories 6,331 6,403 Less reserve for excess and obsolete inventories (423 ) (416 ) Total inventories, net $ 5,908 $ 5,987 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Property and equipment consists of the following: (in thousands) June 30, December 31, 2016 Property and equipment: Land $ 1,170 $ 1,170 Buildings and leasehold improvements 2,946 2,946 Machinery and equipment 52,943 50,689 Computer hardware and software 4,533 4,486 Total property and equipment 61,592 59,291 Less accumulated depreciation (31,753 ) (27,884 ) Total property and equipment, net $ 29,839 $ 31,407 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at June 30, 2017 and December 31, 2016 . Fair Value as of June 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ — $ — $ — Equity securities 187 231 — 418 Total $ 187 $ 231 $ — $ 418 Liabilities: Acquisition related contingent consideration $ — $ — $ — $ — Fair Value as of December 31, 2016 (in thousands) 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 |
Available-for-sale Securities | The following table sets forth the composition of securities available-for-sale as of June 30, 2017 and December 31, 2016 . Maturity in Years Cost Unrealized Fair Value As of June 30, 2017 (in thousands) Gains Losses Corporate debt securities Less than 1 year $ — $ — $ — $ — Corporate debt securities 1-3 years — — — — Equity securities - 501 — (83 ) 418 $ 501 $ — $ (83 ) $ 418 Maturity in Years Cost Unrealized Fair Value As of December 31, 2016 (in thousands) Gains Losses Corporate debt securities Less than 1 year $ 917 $ — $ — $ 917 Corporate debt securities 1-3 years — — — — Equity securities - 308 — (53 ) 255 $ 1,225 $ — $ (53 ) $ 1,172 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt, by Current and Noncurrent | A summary of long-term debt is as follows: June 30, 2017 December 31, 2016 (in thousands) Amount Interest Rate Amount Interest Rate Revolving Credit Facility $ 17,478 3.60% $ — Term Loan A (terminated June 21, 2017) — 17,382 3.15% Term Loan B (terminated June 21, 2017) — 4,581 5.65% Revolving Credit Facility (terminated June 21, 2017) — — 2.69% Total borrowings 17,478 21,963 Less: net unamortized debt issuance cost — (535 ) Less: current portion — (5,358 ) Long-term portion $ 17,478 $ 16,070 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Capital Lease Obligations | The carrying value of capital lease obligations as of June 30, 2017 and December 31, 2016 was as follows: (in thousands) June 30, 2017 December 31, 2016 Other current liabilities $ 866 $ 640 Other liabilities 1,664 479 Total $ 2,530 $ 1,119 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2017 2016 2017 2016 Revenue by segment: Diagnostic Services $ 12,559 $ 12,469 $ 24,761 $ 24,481 Diagnostic Imaging 2,943 3,418 5,726 7,000 Mobile Healthcare 10,980 12,197 21,652 24,190 Medical Device Sales and Service 3,304 4,006 6,727 7,576 Condensed consolidated revenue $ 29,786 $ 32,090 $ 58,866 $ 63,247 Gross profit by segment: Diagnostic Services $ 2,730 $ 2,907 $ 5,566 $ 5,455 Diagnostic Imaging 1,053 1,851 2,179 3,566 Mobile Healthcare 1,859 2,581 3,442 5,532 Medical Device Sales and Service 1,391 2,426 2,953 4,277 Condensed consolidated gross profit $ 7,033 $ 9,765 $ 14,140 $ 18,830 Income (loss) from operations by segment: Diagnostic Services $ 402 $ 222 $ 738 $ 203 Diagnostic Imaging (261 ) 641 (463 ) 1,022 Mobile Healthcare (133 ) 178 (947 ) 600 Medical Device Sales and Service (420 ) 602 (715 ) 715 Segment (loss) income from operations (412 ) 1,643 (1,387 ) 2,540 Litigation reserve (1) (1,339 ) — (1,339 ) — Transaction and integration costs of DMS Health Technologies (2) — (171 ) — (1,621 ) Condensed consolidated (loss) income from operations $ (1,751 ) $ 1,472 $ (2,726 ) $ 919 (1) |
The Company (Details)
The Company (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | $ 0.5 |
Basic and Diluted Net Income 25
Basic and Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Weighted average shares outstanding – basic | 19,979 | 19,529 | 19,957 | 19,489 |
Dilutive potential common stock outstanding: | ||||
Stock options | 0 | 421 | 0 | 425 |
Restricted stock units | 0 | 88 | 0 | 77 |
Weighted average shares outstanding – diluted | 19,979 | 20,038 | 19,957 | 19,991 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average outstanding securities excluded from computation of diluted net income (loss) per share | 371 | 15 | 375 | 15 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average outstanding securities excluded from computation of diluted net income (loss) per share | 287 | 15 | 301 | 15 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average outstanding securities excluded from computation of diluted net income (loss) per share | 84 | 0 | 74 | 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,463 | $ 2,494 |
Work-in-process | 2,062 | 1,483 |
Finished goods | 1,806 | 2,426 |
Total inventories | 6,331 | 6,403 |
Less reserve for excess and obsolete inventories | (423) | (416) |
Total inventories, net | $ 5,908 | $ 5,987 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, and equipment, gross | $ 61,592 | $ 59,291 |
Less accumulated depreciation | (31,753) | (27,884) |
Total property and equipment, net | 29,839 | 31,407 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment, gross | 1,170 | 1,170 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment, gross | 52,943 | 50,689 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment, gross | 2,946 | 2,946 |
Computer hardware and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment, gross | $ 4,533 | $ 4,486 |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 1,172 | |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 418 | |
Liabilities, Fair Value Disclosure | 0 | 84 |
Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 418 | 1,172 |
Corporate Debt Securities | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities | 0 | 917 |
Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 418 | 255 |
Available-for-sale Equity Securities, Amortized Cost Basis | 501 | 308 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Loss, before Tax | (83) | (53) |
Common Stock | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 418 | 255 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 187 | 0 |
Liabilities, Fair Value Disclosure | 0 | 0 |
Level 1 | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities | 0 | 0 |
Level 1 | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 187 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 231 | 1,172 |
Liabilities, Fair Value Disclosure | 0 | 0 |
Level 2 [Member] | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities | 0 | 917 |
Level 2 [Member] | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 231 | 255 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | 84 |
Level 3 [Member] | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities | 0 | 0 |
Level 3 [Member] | Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
MD Office [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of contingent earn-out opportunity | 0 | $ 84 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (27) | |
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ (57) |
Financial Instruments - Securit
Financial Instruments - Securities Available for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 1,172 | |
Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 501 | 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 | (83) | (53) |
Fair Value | 418 | 1,172 |
Less than 1 year | Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 0 | 917 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 |
Fair Value | 0 | 917 |
1-3 years | Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 0 | 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 | 0 | 0 |
Fair Value | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 21, 2017 | |
Line of Credit Facility [Line Items] | |||||
Extinguishment of Debt, Amount | $ 22,100,000 | ||||
Gain (Loss) on Extinguishment of Debt | $ (709,000) | $ 0 | (709,000) | $ 0 | |
Debt Issuance Costs, Gross | 200,000 | $ 200,000 | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||
Line of Credit Facility, Current Borrowing Capacity | 7,500,000 | $ 7,500,000 | |||
Comerica | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||||
Wells Fargo | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Additional Margin | 2.35% | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||
Prime Rate | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||
Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Letters of Credit Outstanding, Amount | $ 1,000,000 | $ 1,000,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total borrowing | $ 17,478 | $ 21,963 |
Debt Issuance Costs, Net | (535) | |
Current portion of long-term debt | 0 | (5,358) |
Long-term portion | 17,478 | 16,070 |
Term Loan, A | ||
Debt Instrument [Line Items] | ||
Secured Long-term Debt, Noncurrent | $ 17,382 | |
Debt Instrument, Interest Rate During Period | 3.15% | |
Term Loan, B | ||
Debt Instrument [Line Items] | ||
Secured Long-term Debt, Noncurrent | $ 4,581 | |
Debt Instrument, Interest Rate During Period | 5.65% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit, Noncurrent | $ 17,478 | $ 0 |
Line of Credit Facility, Interest Rate During Period | 3.60% | 2.69% |
Commitments and Contingencies32
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Other Commitments [Line Items] | ||
Payments for Legal Settlements | $ 1,300 | |
Capital Lease Obligations, Current | 866 | $ 640 |
Capital Leases | ||
Capital Lease Obligations, Noncurrent | 1,664 | 479 |
Capital Lease Obligations | $ 2,530 | $ 1,119 |
Income Tax (Details)
Income Tax (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 2.1 |
Unrecognized tax benefits | 4.1 |
Unrecognized tax benefits that would impact effective tax rate | $ 3.4 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Condensed consolidated revenue | $ 29,786 | $ 32,090 | $ 58,866 | $ 63,247 |
Condensed consolidated gross profit | 7,033 | 9,765 | 14,140 | 18,830 |
Condensed consolidated (loss) income from operations | (1,751) | 1,472 | (2,726) | 919 |
Other Nonoperating Income (Expense) | 0 | (58) | 0 | 14 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (2,763) | 1,035 | (4,053) | 183 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated (loss) income from operations | (412) | 1,643 | (1,387) | 2,540 |
Operating Segments [Member] | Diagnostic Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated revenue | 12,559 | 12,469 | 24,761 | 24,481 |
Condensed consolidated gross profit | 2,730 | 2,907 | 5,566 | 5,455 |
Condensed consolidated (loss) income from operations | 402 | 222 | 738 | 203 |
Operating Segments [Member] | Diagnostic Imaging [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated revenue | 2,943 | 3,418 | 5,726 | 7,000 |
Condensed consolidated gross profit | 1,053 | 1,851 | 2,179 | 3,566 |
Condensed consolidated (loss) income from operations | (261) | 641 | (463) | 1,022 |
Operating Segments [Member] | Mobile Healthcare [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated revenue | 10,980 | 12,197 | 21,652 | 24,190 |
Condensed consolidated gross profit | 1,859 | 2,581 | 3,442 | 5,532 |
Condensed consolidated (loss) income from operations | (133) | 178 | (947) | 600 |
Operating Segments [Member] | Medical Equipment Sales and Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated revenue | 3,304 | 4,006 | 6,727 | 7,576 |
Condensed consolidated gross profit | 1,391 | 2,426 | 2,953 | 4,277 |
Condensed consolidated (loss) income from operations | (420) | 602 | (715) | 715 |
DMS Health [Member] | Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated (loss) income from operations | 0 | (171) | 0 | (1,621) |
Settled Litigation | Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Condensed consolidated (loss) income from operations | $ (1,339) | $ 0 | $ (1,339) | |
Business Combination, Acquisition Related Costs | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Aug. 04, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | |||||
Dividends declared per common share (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.10 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per common share (in dollars per share) | $ 0.055 |