Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 20,094,282 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 74,298 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Services | $ 91,865,000 | $ 95,511,000 | $ 46,407,000 |
Product and product-related | 26,474,000 | 29,956,000 | 14,419,000 |
Total revenues | 118,339,000 | 125,467,000 | 60,826,000 |
Cost of revenues: | |||
Services | 75,833,000 | 75,515,000 | 35,968,000 |
Product and product-related | 14,104,000 | 14,179,000 | 6,949,000 |
Total cost of revenues | 89,937,000 | 89,694,000 | 42,917,000 |
Gross profit | 28,402,000 | 35,773,000 | 17,909,000 |
Operating expenses: | |||
Marketing and sales | 9,154,000 | 10,049,000 | 4,741,000 |
General and administrative | 19,360,000 | 19,988,000 | 9,888,000 |
Amortization of intangible assets | 3,161,000 | 2,313,000 | 506,000 |
Goodwill impairment | 2,746,000 | 338,000 | 0 |
Total operating expenses | 34,421,000 | 32,688,000 | 15,135,000 |
(Loss) income from operations | (6,019,000) | 3,085,000 | 2,774,000 |
Other (expense) income: | |||
Loss on extinguishment of debt | (709,000) | 0 | 0 |
Total other expense | (2,088,000) | (1,200,000) | (257,000) |
(Loss) income before income taxes | (8,107,000) | 1,885,000 | 2,517,000 |
Income tax (expense) benefit | (27,623,000) | 12,417,000 | 19,123,000 |
Net (loss) income | $ (35,730,000) | $ 14,302,000 | $ 21,640,000 |
Net (loss) income per share: | |||
Basic (usd per share) | $ (1.79) | $ 0.73 | $ 1.13 |
Diluted (usd per share) | (1.79) | 0.71 | 1.10 |
Dividends declared per common share (usd per share) | $ 0.21 | $ 0.20 | $ 0.20 |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on marketable securities | $ 17,000 | $ (42,000) | $ (221,000) |
Reclassification of other-than-temporary losses on available-for-sale securities included in net (loss) income | 52,000 | 230,000 | 0 |
Total other comprehensive income (loss), before tax | 69,000 | 188,000 | (221,000) |
Provision for income taxes | (22,000) | 0 | 0 |
Total other comprehensive income (loss), after tax | 47,000 | 188,000 | (221,000) |
Comprehensive (loss) income | $ (35,683,000) | $ 14,490,000 | $ 21,419,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,877 | $ 2,203 |
Securities available-for-sale | 97 | 917 |
Accounts receivable, net | 15,887 | 14,503 |
Inventories, net | 5,501 | 5,987 |
Restricted cash | 242 | 1,376 |
Other current assets | 1,972 | 2,093 |
Total current assets | 25,576 | 27,079 |
Property and equipment, net | 28,365 | 31,407 |
Intangible assets, net | 8,467 | 11,628 |
Goodwill | 3,491 | 6,237 |
Deferred tax assets | 0 | 27,019 |
Restricted cash | 101 | 2,100 |
Other assets | 703 | 793 |
Total assets | 66,703 | 106,263 |
Current liabilities: | ||
Accounts payable | 5,207 | 6,514 |
Accrued compensation | 5,507 | 3,962 |
Accrued warranty | 204 | 196 |
Deferred revenue | 3,137 | 3,123 |
Current portion of long-term debt | 0 | 5,358 |
Other current liabilities | 2,915 | 3,520 |
Total current liabilities | 16,970 | 22,673 |
Long-term debt, net of current portion | 19,500 | 16,070 |
Deferred tax liabilities | 254 | 0 |
Other liabilities | 2,180 | 1,039 |
Total liabilities | 38,904 | 39,782 |
Commitments and contingencies (Note 8) | ||
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; 20,060,311 and 19,892,557 shares issued and outstanding (net of treasury shares) at December 31, 2017 and 2016, respectively | 2 | 2 |
Treasury stock, at cost; 2,588,484 shares at December 31, 2017 and 2016 | (5,728) | (5,728) |
Additional paid-in capital | 148,163 | 151,696 |
Accumulated other comprehensive loss | (5) | (52) |
Accumulated deficit | (114,633) | (79,437) |
Total stockholders’ equity | 27,799 | 66,481 |
Total liabilities and stockholders’ equity | $ 66,703 | $ 106,263 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common Stock par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock issued (in shares) | 20,060,311 | 19,892,557 |
Common stock outstanding (in shares) | 20,060,311 | 19,892,557 |
Treasury stock (in shares) | 2,588,484 | 2,588,484 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net (loss) income | $ (35,730,000) | $ 14,302,000 | $ 21,640,000 |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation | 7,903,000 | 7,576,000 | 1,935,000 |
Amortization of intangible assets | 3,161,000 | 2,313,000 | 506,000 |
Provision for bad debts, net of recoveries | 174,000 | 542,000 | 266,000 |
Goodwill impairment | 2,746,000 | 338,000 | 0 |
Stock-based compensation | 852,000 | 1,024,000 | 616,000 |
Amortization of loan fees | 177,000 | 368,000 | 0 |
Loss on extinguishment of debt | 709,000 | 0 | 0 |
(Gain) loss on sale of assets | (66,000) | (83,000) | 67,000 |
Impairment of investment | 311,000 | 413,000 | 233,000 |
Amortization of premium on investments | 0 | 30,000 | 115,000 |
Deferred income taxes | 27,530,000 | (12,479,000) | (18,599,000) |
Other, net | (160,000) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,567,000) | (1,144,000) | (1,246,000) |
Inventories | 409,000 | (1,349,000) | (811,000) |
Other assets | (14,000) | 1,384,000 | 197,000 |
Accounts payable | (1,244,000) | 439,000 | (203,000) |
Accrued compensation | 1,545,000 | (1,100,000) | (889,000) |
Deferred revenue | 6,000 | (347,000) | 29,000 |
Other liabilities | (673,000) | (1,393,000) | (380,000) |
Restricted cash | 116,000 | 0 | 244,000 |
Net cash provided by operating activities | 6,185,000 | 10,834,000 | 3,720,000 |
Investing activities | |||
Purchases of property and equipment | (2,531,000) | (6,185,000) | (1,424,000) |
Proceeds from sale of property and equipment | 167,000 | 266,000 | 18,000 |
Purchases of securities available-for-sale | (18,000) | 0 | 0 |
Maturities of securities available-for-sale | 917,000 | 2,290,000 | 4,602,000 |
Investment in stock | 0 | 0 | (1,000,000) |
Cash paid for acquisitions, net of cash acquired | 0 | (25,482,000) | 3,000 |
Net cash (used in) provided by investing activities | (1,465,000) | (29,111,000) | 2,199,000 |
Financing activities | |||
Proceeds from long-term borrowings | 37,569,000 | 37,007,000 | 0 |
Repayment of long term debt | (40,032,000) | (24,794,000) | 0 |
Change in restricted cash | 3,017,000 | (3,143,000) | 0 |
Loan issuance costs | (271,000) | (504,000) | (300,000) |
Dividends paid | (4,195,000) | (3,913,000) | (3,833,000) |
Issuance of common stock | 5,000 | 822,000 | 624,000 |
Taxes paid related to net share settlement of equity awards | (195,000) | (97,000) | 0 |
Cash paid for contingent consideration for acquisitions | (27,000) | (27,000) | 0 |
Repayment of obligations under capital leases | (917,000) | (739,000) | (593,000) |
Net cash (used in) provided by financing activities | (5,046,000) | 4,612,000 | (4,102,000) |
Net (decrease) increase in cash and cash equivalents | (326,000) | (13,665,000) | 1,817,000 |
Cash and cash equivalents at beginning of year | 2,203,000 | 15,868,000 | 14,051,000 |
Cash and cash equivalents at beginning of year | 1,877,000 | 2,203,000 | 15,868,000 |
Supplemental Information | |||
Cash paid during the period for interest | 856,000 | 936,000 | 0 |
Cash paid during the period for income taxes | 127,000 | 286,000 | 62,000 |
Non-Cash Investing Activities | |||
Assets acquired by entering into capital lease | 2,422,000 | 329,000 | 1,393,000 |
Issuances of common stock for acquisitions | $ 0 | $ 0 | $ 2,684,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common stock | Treasury Stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit |
Equity, beginning balance (in shares) at Dec. 31, 2014 | 18,616,000 | |||||
Equity, beginning 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 (in shares) | 190,000 | |||||
Shares issued under stock incentive plans | 624 | 624 | ||||
Dividends paid | (3,833) | (3,833) | ||||
Net (loss) income | 21,640 | 21,640 | ||||
Unrealized gain (loss) on securities available-for-sale | (221) | (221) | ||||
Provision for income taxes | 0 | |||||
Equity, ending balance (shares) at Dec. 31, 2015 | 19,416,000 | |||||
Equity, ending 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 (shares) | 0 | |||||
Issuances of common stock for acquisition | 0 | 0 | ||||
Shares issued under stock incentive plans (in shares) | 476,000 | |||||
Shares issued under stock incentive plans | 725 | 725 | ||||
Dividends paid | (3,913) | (3,913) | ||||
Net (loss) income | 14,302 | 14,302 | ||||
Unrealized gain (loss) on securities available-for-sale | (42) | (42) | ||||
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | 230 | 230 | ||||
Provision for income taxes | $ 0 | |||||
Equity, ending balance (shares) at Dec. 31, 2016 | 19,892,557 | 19,892,000 | ||||
Equity, ending balance at Dec. 31, 2016 | $ 66,481 | $ 2 | (5,728) | 151,696 | (52) | (79,437) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 852 | 852 | ||||
Issuances of common stock for acquisition | 0 | |||||
Shares issued under stock incentive plans (in shares) | 168,000 | |||||
Shares issued under stock incentive plans | (190) | (190) | ||||
Dividends paid | (4,195) | (4,195) | ||||
Net (loss) income | (35,730) | |||||
Unrealized gain (loss) on securities available-for-sale | 17 | |||||
Reclassification of other-than-temporary losses on available-for-sale securities included in net income | 52 | 52 | ||||
Provision for income taxes | (22) | (22) | ||||
Cumulative effect of change in accounting principle | $ 534 | 534 | ||||
Equity, ending balance (shares) at Dec. 31, 2017 | 20,060,311 | 20,060,000 | ||||
Equity, ending balance at Dec. 31, 2017 | $ 27,799 | $ 2 | $ (5,728) | $ 148,163 | $ (5) | $ (114,633) |
The Company
The Company | 12 Months Ended |
Dec. 31, 2017 | |
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 which was terminated effective December 31, 2017, provided contract sales and services on 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 operate in four reportable segments: Diagnostic Services, Diagnostic Imaging, Mobile Healthcare, and Medical Device Sales and Services ("MDSS"). These four reportable segments are collectively referred to herein as the "Company." See Note 13 to the consolidated financial statements for more information related to the Company's segments. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 years ended December 31, 2017 and 2016 include the financial results of DMS Health. See Note 3 to the consolidated financial statements for more information related to the acquisition of DMS Health. Use of Estimates The preparation of financial statements in conformity with GAAP 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, self-insurance, inventory valuation, and income taxes. Actual results could materially 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 which was terminated effective December 31, 2017. 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 As of December 31, 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 ("Birner Dental"), 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. We review various factors in making this determination, including the duration and severity of the decline in relation to our cost basis. During the years ended December 31, 2017 , 2016 , and 2015 the Company recognized other-than-temporary impairment charges of $0.3 million , $0.4 million , and $0.2 million , respectively. The following table sets forth the composition of securities available-for-sale as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities Less than 1 year $ — $ — $ — $ — Corporate debt securities 1-3 years — — — — Equity securities - 191 17 — 208 $ 191 $ 17 $ — $ 208 As of December 31, 2016 Maturity in Cost Unrealized Fair Value 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 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, 2017 , 2016 , and 2015 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Reserve for Contractual Allowances (2) 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 Provision adjustment 453 133 19,307 Write-offs and recoveries, net (431 ) (137 ) (19,375 ) Balance at December 31, 2017 $ 553 $ 9 $ 447 (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, 2017 , 2016 , and 2015 (in thousands): Reserve for Excess and Obsolete Inventories (1) 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 Provision adjustment 81 Write-offs and scrap (44 ) Balance at December 31, 2017 $ 453 (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 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 years 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, 2017 , 2016 and 2015 . 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, 2017, or 2016, 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. The Company recorded an impairment loss of $2.6 million associated with the impairment assessment of the MDSS reporting unit during the year ended December 31, 2017 . The Company also recorded an impairment loss of $0.2 million and $0.3 million during the years ended December 31, 2017 and 2016 , respectively, associated with the impairment assessment of the Telerhythmics reporting unit. No goodwill impairment losses were recorded December 31, 2015 . See Note 6 to the consolidated financial statements for further information. 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. As of December 31, 2017 , the reserve for estimated claims incurred and unpaid was $1.0 million . Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. As of December 31, 2017 , current and noncurrent restricted cash was $0.3 million , comprised of cash held for letters of credit for our real estate leases and certain minimum balance requirements on our banking arrangements. As of December 31, 2016, current and noncurrent restricted cash was $3.5 million , which included $3.1 million held as cash collateral under our former Wells Fargo Credit Facility, terminated effective June 21, 2017 (See Note 7). Debt Issuance Costs We incur debt issuance costs in connection with long-term debt financings. Debt issuance costs recorded in connection with our Comerica 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 debt issuance costs are included in interest expense. As of December 31, 2017 , we have $0.2 million of unamortized debt issuance costs. Upon changes to our debt structure, we evaluate debt issuance costs in accordance with the Debt topic of the Codification. We adjust debt issuance costs as necessary based on the results of this evaluation, as discussed in Note 7 to the consolidated financial statements. 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 , $0.9 million , and $0.6 million , for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 , 2016 , and 2015 are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ 196 $ 213 $ 176 Charges to cost of revenues 351 326 331 Applied to liability (343 ) (343 ) (294 ) Balance at end of year $ 204 $ 196 $ 213 Advertising Costs Advertising costs are expensed as incurred. Total advertising costs for each of the years ended December 31, 2017 , 2016 , and 2015 were $0.3 million , $0.3 million , and $0.3 million , respectively. Basic and Diluted Net (Loss) Income Per Share Basic earnings per share ("EPS") is calculated by dividing net (loss) income by the weighted average number of common shares and vested restricted stock units outstanding. Diluted EPS is computed by dividing net (loss) 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 (loss) income per share include 5,499 , and 10,240 vested restricted stock units for the years ended December 31, 2017, and 2016, 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 (loss) income per share for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net (loss) income $ (35,730 ) $ 14,302 $ 21,640 Shares used to compute basic net (loss) income per share 19,995 19,594 19,210 Dilutive potential common shares: Stock options — 398 449 Restricted stock units — 75 31 Shares used to compute diluted net (loss) income per share 19,995 20,067 19,690 Basic net (loss) income per share $ (1.79 ) $ 0.73 $ 1.13 Diluted net (loss) income per share $ (1.79 ) $ 0.71 $ 1.10 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 following weighted average outstanding common stock equivalents were not included in the calculation of diluted net (loss) income per share because their effect was antidilutive: Year Ended December 31, (shares in thousands) 2017 2016 2015 Stock options 220 16 1 Restricted stock units 33 — — Total 253 16 1 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. 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. During the year ended December 31, 2017, as a result of a three-year cumulative loss and recent events such as the unanticipated termination of the Philips distribution agreement and its effect on our near term forecasted income, we concluded that a full valuation allowance was necessary to offset our deferred tax assets. A significant piece of objective negative evidence evaluated as of December 31, 2017, was the cumulative pretax loss incurred over the three-year period ended December 31, 2017. The increase of the valuation allowance associated with our deferred tax assets resulted in $18.1 million of income tax expense for the year ended December 31, 2017. 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 consolidated financial statements for further information regarding our acquisitions. 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 Financial Accounting Standards Board ("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. Upon adoption, our consolidated statement of cash flows will present our restricted cash balance as part of cash and cash equivalents. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, 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 do not expect the impact on our consolidated financial statements t |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 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. 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. 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. The integration of DMS Health was completed in the fourth quarter of 2016. These costs are classified as general and administrative expenses in the consolidated statements of operations and comprehensive income. 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) Allocation of Purchase Price Cash and cash equivalents $ 6,842 Accounts receivable 6,686 Inventories 324 Income taxes receivable 2,062 Other current and non-current assets 706 Property and equipment 25,999 Intangible assets 10,862 Goodwill 3,678 Accounts payable (4,514 ) Accrued expenses (2,946 ) Payable to former stockholders (1) (2,062 ) Deferred revenue (1,677 ) Debt (9,350 ) Income taxes payable, noncurrent (949 ) Deferred tax liabilities, noncurrent (3,337 ) Total net assets acquired $ 32,324 (1) Includes amounts payable to former PRHC stockholders related to tax refund receivables under the terms of the Purchase Agreement. 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 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. 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. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands): December 31, December 31, Inventories: Raw materials $ 2,331 $ 2,494 Work-in-process 2,094 1,483 Finished goods 1,529 2,426 Total inventories 5,954 6,403 Less reserve for excess and obsolete inventories (453 ) (416 ) Total inventories, net $ 5,501 $ 5,987 December 31, December 31, Property and equipment: Land $ 1,170 $ 1,170 Buildings and leasehold improvements 2,946 2,946 Machinery and equipment 55,152 50,689 Computer hardware and software 4,615 4,486 Total property and equipment 63,883 59,291 Less accumulated depreciation (35,518 ) (27,884 ) Total property and equipment, net $ 28,365 $ 31,407 Depreciation expense for the years ended December 31, 2017 , 2016 , and 2015 was $7.9 million , $7.6 million , and $1.9 million , respectively. December 31, 2017 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 9.6 $ 10,363 $ (4,976 ) $ 5,387 Trademarks 6.3 4,610 (1,633 ) 2,977 Distribution Agreement 3.3 2,165 (2,165 ) — Patents 15.0 141 (134 ) 7 Covenants not to compete 5.0 251 (155 ) 96 Total intangible assets, net $ 17,530 $ (9,063 ) $ 8,467 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 (1) Amortization expense for intangible assets, net for the year ended December 31, 2017 , 2016 , and 2015 was $3.2 million , $2.3 million , and $0.5 million respectively. Estimated amortization expense for intangible assets for 2018 is $1.6 million , for 2019 is $1.6 million , for 2020 is $1.5 million , for 2021 is $1.5 million , for 2022 is $0.8 million , and thereafter is $1.5 million . December 31, December 31, Other current liabilities: Professional fees $ 506 $ 415 Sales and property taxes payable 404 440 Radiopharmaceuticals and consumable medical supplies 187 274 Current portion of capital lease obligation 796 640 Facilities and related costs 153 209 Outside services and consulting 146 300 Payable to former DMS Health stockholders 170 574 Other accrued liabilities 553 668 Total other current liabilities $ 2,915 $ 3,520 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands): At Fair Value as of December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ — $ — $ — Equity securities 97 111 — 208 Total $ 97 $ 111 $ — $ 208 Liabilities: Acquisition related contingent consideration $ — $ — $ — $ — 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 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, 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 December 31, 2017 . We reassess the fair value of the contingent consideration to be settled in cash related to our acquisitions using the income approach, which is a Level 3 measurement. As of December 31, 2017 , the remaining contingent consideration that was valued was related to our acquisition of MD Office Solutions ("MD Office") on March 5, 2015, which included an earn-out opportunity of up to $0.4 million in cash over approximately three years based on meeting certain earnings before interest, taxes, depreciation, and amortization ("EBITDA") milestones. The milestones for the year ended December 31, 2017 were not met and the earn-out period has now expired. No contingent consideration was earned for Telerhythmics from the closing date of March 13, 2014 through December 31, 2016, at which point the earn-out period expired. Changes in the estimated fair value of contingent consideration liabilities (Level 3 measurement) from December 31, 2015 to December 31, 2017 are as follows (in thousands): Telerhythmics Contingent Consideration MD Office Solutions Contingent Consideration Total Contingent Consideration 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 Contingent consideration payments — (27 ) (27 ) Change in estimated fair value — (57 ) (57 ) Balance at December 31, 2017 $ — $ — $ — The fair values of the Company's revolving credit facility approximate carrying value due to the variable rate nature of these borrowings. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 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, 2015 to December 31, 2017 , by reportable segment, are as follows (in thousands): Diagnostic Services Medical Device Sales and Service Total 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 Impairment of DMS Health — (2,580 ) (2,580 ) Impairment of Telerhythmics (166 ) — (166 ) Balance at December 31, 2017 $ 2,393 $ 1,098 $ 3,491 During the third quarter of 2017, the Company received notification from Philips Healthcare ("Philips") that our agreement to provide contract sales and services on Philips branded equipment would be terminated, effective December 31, 2017. As a result, the Company reduced its forecasted revenue, gross margin and operating profit within its Medical Device Sales and Services ("MDSS") reporting unit. These factors are considered indicators of potential impairment and as a result, the Company performed an interim goodwill impairment analysis during the third quarter of 2017. In performing the first step of the goodwill impairment assessment, the Company used both an income approach and market approach. The Company concluded that the carrying value of the MDSS reporting unit exceeded its enterprise value 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. As a result, the Company recorded an impairment loss of $2.6 million associated with the impairment assessment of the MDSS reporting unit during the year ended December 31, 2017 . During the fourth quarter of 2017, 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, 2017 , 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, the Company used both an income approach and market approach. The Company concluded that the carrying value of the Telerhythmics reporting unit exceeded its enterprise value 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. As a result, the Company recorded an impairment loss of $0.2 million associated with the impairment assessment of the Telerhythmics reporting unit during the year ended December 31, 2017 . 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
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of long-term debt is as follows: December 31, 2017 December 31, 2016 (in thousands) Amount Interest Rate Amount Interest Rate Revolving Credit Facility $ 19,500 3.90% $ — 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 19,500 21,963 Less: net unamortized debt issuance cost — (535 ) Less: current portion — (5,358 ) Long-term portion $ 19,500 $ 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 , upon which a balloon payment on the balance is due. 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. As of December 31, 2017 , the Company had $0.1 million of letters of credit outstanding. 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 Credit 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 December 31, 2017 was $5.4 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 a Fixed Charge Coverage Ratio and a Funded Debt to Adjusted EBITDA Ratio (each as defined in the Comerica Credit Agreement). The Fixed Charge Coverage Ratio is calculated based on the ratio of (a) Adjusted EBITDA, less (i) cash income taxes paid for such period, less (ii), FCCR Capital Expenditures (as defined in the Comerica Credit Agreement) made during such period, less (iii) payments, repurchases or redemptions of stock made during such period, less (iv) Distributions and Purchases (each as defined in the Comerica Credit Agreement) made during such period, to (b) (i) the Current Maturities of Long Term Debt (each as defined in the Comerica Credit Agreement) as of the last day of such period plus (ii) interest paid during such period. The Fixed Charge Coverage ratio is measured on a quarterly basis as of the most recent fiscal quarter end. Under the Comerica Credit Agreement, we must maintain a fixed charge ratio of at least 1.25 to 1.00 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 not more than 2.25 to 1.00 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 December 31, 2017 , the Company was in compliance with all covenants. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. The parties to this action participated in a voluntary mediation and reached a tentative settlement of the case and all claims. Preliminary court approval was received in September 2017. In the fourth quarter of 2017, final court approval and acceptance by Class Members was reached. The parties to this action agreed to a final settlement amount of approximately $1.3 million , which was paid by the Company in December 2017. Leases We currently lease facilities and certain automotive equipment under non-cancelable operating leases expiring from January 31, 2018 through July 31, 2022. 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 $4.2 million , $5.8 million , and $1.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , 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 August 20, 2022. 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, 2017 are as follows (in thousands): Operating Leases Capital Leases 2018 $ 1,873 $ 915 2019 1,143 728 2020 820 633 2021 364 608 2022 77 73 Thereafter — — Total future minimum lease payments $ 4,277 2,957 Less amounts representing interest (267 ) Present value of obligations 2,690 Less: current capital lease obligations (796 ) Total long-term capital lease obligations $ 1,894 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
Share Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | Share-Based Compensation At December 31, 2017 , 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, 2017 , the Plans had 437,619 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, 2017 , 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 year ended December 31, 2016 was $1.34 per share, which was estimated using the following weighted-average assumptions. There were no employee stock options granted during the years ended December 31, 2017 and 2015 . Year Ended December 31, 2017 2016 2015 Expected volatility — % 40 % — % Expected term (in years) — 6 — Risk-free interest rate — % 1.5 % — % Expected dividend yield — % 3.9 % — % 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, 2017 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, 2016 804 $ 2.69 Options outstanding at December 31, 2016 982 $ 3.01 Options granted — $ — Options forfeited (16 ) 5.12 Options expired (58 ) 2.28 Options exercised (6 ) 0.70 Options outstanding at December 31, 2017 902 $ 3.03 3.34 $ 205 Options exercisable at December 31, 2017 824 $ 2.84 2.90 $ 205 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, 2017 , total unrecognized compensation cost related to unvested stock options was $0.1 million , which is expected to be recognized over a weighted-average period of 2.1 years. Upon exercise, we issue new shares of common stock. Cash received from stock option exercises was $5 thousand during the year ended December 31, 2017 , $0.8 million during the year ended December 31, 2016 , and $0.6 million for the year ended December 31, 2015 . The total intrinsic value of stock options exercised was $12 thousand during the year ended December 31, 2017 , $1.1 million during the year ended December 31, 2016 , and $0.2 million during the year ended 2015 . 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 $4.77 , $5.28 and $4.14 per share during the years ended December 31, 2017 , 2016 , and 2015 , respectively. A summary of our restricted stock unit activity as of and for the year ended December 31, 2017 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, 2016 316 $ 4.97 Granted 375 4.77 Forfeited (175 ) 4.92 Vested (175 ) 5.06 Non-vested restricted stock units outstanding at December 31, 2017 341 $ 4.73 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2017 , 2016 , and 2015 based on service conditions (in thousands): Year Ended December 31, 2017 2016 2015 Fair value on vesting date of vested restricted stock units $ 798 $ 679 $ — At December 31, 2017 , total unrecognized compensation cost related to non-vested restricted stock units was $1.1 million , which is expected to be recognized over a weighted-average period of 2.34 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, 2017 , 2016 , and 2015 was allocated as follows (in thousands): Year Ended December 31, Cost of revenues: 2017 2016 2015 Services $ 40 $ 27 $ 18 Product and product-related 19 14 47 Marketing and sales 157 237 98 General and administrative 636 746 453 Share-based compensation expense $ 852 $ 1,024 $ 616 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Current provision: Federal $ — $ — $ — State 30 18 23 Foreign 63 44 — Total current provision 93 62 23 Deferred provision (benefit): Federal 26,411 (12,630 ) (17,347 ) State 1,119 151 (1,799 ) Foreign — — — Total deferred provision (benefit) 27,530 (12,479 ) (19,146 ) Total income tax provision (benefit) $ 27,623 $ (12,417 ) $ (19,123 ) 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, 2017 2016 2015 Income tax expense (benefit) at statutory federal rate 34.0 % 34.0 % 34.0 % State income tax expense, net of federal benefit 2.0 % 4.0 % 3.4 % Permanent differences and other (0.2 )% 4.3 % 4.4 % Goodwill (8.3 )% — % — % Transaction costs — % 2.6 % 23.1 % Withholding costs (0.8 )% 2.2 % — % Tax credit — % (2.6 )% — % Impact of 2017 Tax Act (143.6 )% — % — % Change in effective federal and state tax rates 0.4 % (0.4 )% 37.6 % Expiration of net operating loss and tax credit carryovers (0.1 )% 3.4 % 8.4 % Stock compensation expense (1.0 )% — % — % Reserve for uncertain tax positions and other reserves 0.6 % (6.0 )% 76.8 % Change in valuation allowance (223.7 )% (668.0 )% (947.5 )% Provision (benefit) for income taxes (340.7 )% (626.5 )% (759.8 )% Our net deferred tax assets consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforwards $ 23,399 $ 35,540 Research and development and other credits 44 89 Reserves 567 964 Intangibles — — Other, net 1,231 1,980 Total deferred tax assets 25,241 38,573 Deferred tax liabilities Fixed assets and other (3,489 ) (6,221 ) Intangibles (891 ) (2,335 ) Total deferred tax liabilities (4,380 ) (8,556 ) Valuation allowance for deferred tax assets (21,115 ) (2,998 ) Net deferred tax (liabilities) assets $ (254 ) $ 27,019 The Company recognizes federal and state deferred tax assets or liabilities based on the Company's estimate of future tax effects attributable to temporary differences and carryovers. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. As of December 31, 2017 , as a result of a three-year cumulative loss and recent events, such as the unanticipated termination of the Philips distribution agreement and its effect on our near term forecasted income, we concluded that a full valuation allowance was necessary to offset our deferred tax assets. A significant piece of objective negative evidence evaluated as of December 31, 2017, was the cumulative pretax loss incurred over the three-year period ended December 31, 2017. Accordingly, additional valuation allowance of $18.1 million was recorded during the year ended December 31, 2017 for a total valuation allowance amount of $21.1 million against the Company's deferred tax assets. The Company will continue to evaluate its deferred tax balances to determine any assets that are more likely than not to be realized. As of December 31, 2017 , we had federal and state income tax net operating loss carryforwards of $89.2 million and $30.2 million , respectively. Federal loss carryforwards will begin to expire in 2019 unless previously utilized. State loss carryforwards of approximately $0.1 million expired in 2017 , and less than $0.1 million is set to expire in 2018 , 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, 2017 and 2016 . 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, 2017 , 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% which may have occurred or which may occur in the future. 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, 2017 2016 2015 Balance at beginning of year $ 4,134 $ 3,916 $ 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 (198 ) (477 ) — Balance at end of year $ 3,936 $ 4,134 $ 3,916 Included in the unrecognized tax benefits of $3.9 million at December 31, 2017 was $3.5 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 2013 ; 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, 2017 and 2016 , and interest and penalties recognized during the years ended December 31, 2017 , 2016 , and 2015 were of insignificant amounts. Tax Cuts and Jobs Act On December 2, 2017, the U.S. Senate joined the U.S. House of Representatives in passing tax reform legislation. Reconciliation of the provisions in the U.S. House of Representatives bill and the U.S. Senate bill concluded on December 20, 2017. On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act. The impact of the legislation created a tax expense of approximately $11.6 million , due to the re-measurement of our deferred tax assets and liabilities at the new U.S. federal tax rate of 21% from the previous rate of 34%, for years subsequent to 2017. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record and provisional estimate in the financial statements. The Company has recognized the provisional tax impacts related to its Internal Revenue Code Section 162(m) limitations and the potential impact on its equity compensation deferred tax assets and included these amounts in its consolidated financial statements for the year ended December 31, 2017 . The ultimate impact may differ from these provisional amounts, possibly materially, due to among other things, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. The Tax Cuts and Jobs Act allows for one hundred percent expensing of the cost of qualified property acquired and place in service after September 27, 2017 and before January 1, 2023. The Company does not plan to take advantage of this provision in the near term and has the option of opting out of this provision. In addition, net operating losses incurred in tax years beginning after December 31, 2017 are only allowed to offset a taxpayer's taxable income by eighty percent, but those net operating losses are allowed to be carried forward indefinitely with no expiration. Also as part of the Tax Cuts and Jobs Act, the Company's net interest expense deductions are limited to 30% of earnings before interest, taxes, depreciation, and amortization through 2021 and of earnings before interest and taxes thereafter. This provision also takes effect for tax years beginning after 2017 and isn't expected to have a material impact to the Company's deferred tax asset position. The Tax Cuts and Jobs Act also incorporates changes to certain international tax provisions. There is a one-time transition tax on foreign income earned by subsidiaries at a rate of 15.5% for cash and cash equivalents and at a rate of 8% for the remainder of the foreign earnings. There is a provision for the current inclusion in US taxable income of global intangible low-tax income and also the imposition of a tax equal to its base erosion minimum tax amount. The new laws incorporate a potential benefit for foreign derived intangible income, but the benefit only applies if the foreign derived sales and services income exceeds a calculated 'routine return' and if the Company is in taxable income. The Company does not anticipate that any of the foreign provisions will have an impact to the Company's tax accounts. |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
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 $0.4 million , $0.6 million , and $0.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction 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. Until July 11, 2017, Mr. Climaco also served as a Director of Perma-Fix Environmental Services, Inc. (NASDAQ: PESI). Further, from June 2, 2015 until July 11, 2017, Mr. Climaco served as the Executive Vice President of Perma-Fix Medical S.A., a majority-owned Polish subsidiary of Perma-Fix Environmental Services, Inc. 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
Segments | 12 Months Ended |
Dec. 31, 2017 | |
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) excluding litigation reserve expense, goodwill impairment, and transaction and integration costs. The Company does not identify or allocate its assets by operating segments. 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. 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. Prior year results have been recast to be comparable to the current year presentation. Segment information for the years ended December 31, 2017 , 2016 , and 2015 is as follows: Year ended December 31, (in thousands) 2017 2016 (1) 2015 (2) Revenue by segment: Diagnostic Services $ 49,016 $ 48,305 $ 46,407 Diagnostic Imaging 12,081 13,870 14,419 Mobile Healthcare 42,849 47,206 — Medical Device Sales and Service 14,393 16,086 — Consolidated revenue $ 118,339 $ 125,467 $ 60,826 Gross profit by segment: Diagnostic Services $ 9,942 $ 10,486 $ 10,439 Diagnostic Imaging 5,036 7,116 7,470 Mobile Healthcare 6,090 9,510 — Medical Device Sales and Service 7,334 8,661 — Consolidated gross profit $ 28,402 $ 35,773 $ 17,909 Income (loss) from operations by segment: Diagnostic Services $ 972 $ 946 $ 1,041 Diagnostic Imaging (210 ) 2,116 3,071 Mobile Healthcare (1,730 ) 711 — Medical Device Sales and Service (966 ) 1,571 — Segment (loss) income from operations (1,934 ) 5,344 4,112 Litigation reserve (3) (1,339 ) — — Goodwill impairment (4) (2,746 ) (338 ) — Transaction and integration costs of DMS Health (5) — (1,921 ) (1,338 ) Consolidated (loss) income from operations (6,019 ) 3,085 2,774 Other (expense) income, net (311 ) 212 (233 ) Interest expense, net (1,068 ) (1,412 ) (24 ) Loss on extinguishment of debt (709 ) — — Consolidated (loss) income before income taxes $ (8,107 ) $ 1,885 $ 2,517 Depreciation and amortization of tangible and intangible assets by segment: Diagnostic Services $ 2,769 $ 2,880 $ 2,150 Diagnostic Imaging 297 244 291 Mobile Healthcare 6,066 5,736 — Medical Device Sales and Service 1,932 1,029 — Consolidated depreciation and amortization $ 11,064 $ 9,889 $ 2,441 (1) On January 1, 2016, we acquired DMS Health Technologies. The results of DMS Health Technologies are included in Mobile Healthcare and Medical Device Sales and Service since the acquisition date. (2) On March 5, 2015, we acquired MD Office. The results of MD Office are included in Diagnostic Services since the acquisition date. (3) See Note 8 for further information. (4) See Note 6 for further information. (5) Includes diligence, transaction, and integration costs related to the acquisition of DMS Health Technologies. Geographic Information. The Company's sales to customers located outside the United States for the years ended December 31, 2017 , 2016 , and 2015 was $1.0 million , $0.8 million , and $0.7 million , respectively. All of our long-lived assets are located in the United States. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 and 2016 are as follows (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal 2017 Revenues $ 29,080 $ 29,786 $ 28,555 $ 30,918 Gross profit $ 7,107 $ 7,033 $ 6,640 $ 7,622 Loss from operations $ (975 ) $ (1,751 ) $ (2,388 ) $ (905 ) Net loss (1) $ (2,076 ) $ (2,772 ) $ (8,899 ) $ (21,983 ) Net loss per common share—basic (2) $ (0.10 ) $ (0.14 ) $ (0.44 ) $ (1.10 ) Net loss per common share—diluted (2) $ (0.10 ) $ (0.14 ) $ (0.44 ) $ (1.10 ) Fiscal 2016 Revenues $ 31,157 $ 32,090 $ 31,086 $ 31,134 Gross profit $ 9,065 $ 9,765 $ 8,301 $ 8,642 Income (loss) from operations $ (553 ) $ 1,472 $ 689 $ 1,477 Net income (loss) (1) $ 11,609 $ 998 $ (283 ) $ 1,978 Net income (loss) per common share—basic (2) $ 0.60 $ 0.05 $ (0.01 ) $ 0.10 Net income (loss) per common share—diluted (2) $ 0.58 $ 0.05 $ (0.01 ) $ 0.10 (1) In the third and fourth quarters of 2017, the Company has increased its valuation allowance for deferred tax assets associated with net operating losses based on an estimated forecast of business operation profitability as well as material changes in business operations from business events. In the fourth quarter of 2017, the remaining deferred tax assets related to net operating losses were fully reserved. In addition, the fourth quarter of 2017 includes the impact of tax rate changes from enacted tax legislation signed in December 2017. Included in net income for the first quarter of 2016 is an income tax benefit of $12.5 million , primarily related to the release of the valuation allowance associated with a portion of our deferred tax assets. (2) 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 Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 1, 2018 , the Company announced a cash dividend of $0.055 per share payable on February 28, 2018 to shareholders of record on February 15, 2018 . On February 1, 2018 , pursuant to the Asset Purchase Agreement, dated as of December 22, 2017 by and between DMS and Philips, the Company completed the sale to Philips of all of DMS’ customer contracts relating to its post-warranty service business for $8.0 million in cash (subject to certain adjustments) (the “Philips Transaction”). Following the closing, the Company's MDSS reportable segment ceased to exist. As a result, in 2018, the MDSS reportable segment is expected to be reported as discontinued operations. In connection with the closing of the Philips Transaction, the Company entered into Amendment No. 1 to Revolving Credit Agreement, dated January 30, 2018 with Comerica (the "Amendment"), in order to, among other things, reduce the revolving credit commitment from $25.0 million to $20.0 million and modify the definition of “Adjusted EBITDA,” “FCCR Capital Expenditures” and “Revolving Credit Commitment” as used under the Comerica Credit Agreement. |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 years ended December 31, 2017 and 2016 include the financial results of DMS Health. See Note 3 to the 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 GAAP 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, self-insurance, inventory valuation, and income taxes. Actual results could materially 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 which was terminated effective December 31, 2017. 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 As of December 31, 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 ("Birner Dental"), 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. We review various factors in making this determination, including the duration and severity of the decline in relation to our cost basis. |
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 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. |
Self-Insured Health Insurance Benefits | 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 |
Restricted Cash | Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. As of December 31, 2017 , current and noncurrent restricted cash was $0.3 million , comprised of cash held for letters of credit for our real estate leases and certain minimum balance requirements on our banking arrangements. |
Debt Issuance Costs | Debt Issuance Costs We incur debt issuance costs in connection with long-term debt financings. Debt issuance costs recorded in connection with our Comerica 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 debt issuance costs are included in interest expense. As of December 31, 2017 , we have $0.2 million of unamortized debt issuance costs. Upon changes to our debt structure, we evaluate debt issuance costs in accordance with the Debt topic of the Codification. We adjust debt issuance costs as necessary based on the results of this evaluation, as discussed in Note 7 to the consolidated financial statements. |
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 and totaled $0.9 million , $0.9 million , and $0.6 million , for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
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 (Loss) Income Per Share | Basic and Diluted Net (Loss) Income Per Share Basic earnings per share ("EPS") is calculated by dividing net (loss) income by the weighted average number of common shares and vested restricted stock units outstanding. Diluted EPS is computed by dividing net (loss) 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. 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. During the year ended December 31, 2017, as a result of a three-year cumulative loss and recent events such as the unanticipated termination of the Philips distribution agreement and its effect on our near term forecasted income, we concluded that a full valuation allowance was necessary to offset our deferred tax assets. A significant piece of objective negative evidence evaluated as of December 31, 2017, was the cumulative pretax loss incurred over the three-year period ended December 31, 2017. The increase of the valuation allowance associated with our deferred tax assets resulted in $18.1 million of income tax expense for the year ended December 31, 2017. 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 consolidated financial statements for further information regarding our acquisitions. |
Recent Accounting Standards | 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 Financial Accounting Standards Board ("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. Upon adoption, our consolidated statement of cash flows will present our restricted cash balance as part of cash and cash equivalents. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, 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 do not expect the impact on our consolidated financial statements to be material. 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), 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 do not expect the impact on our consolidated financial statements to be material. In May 2014, the FASB issued ASU 2014-09, 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 current revenue recognition guidance, including most 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 new standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The guidance allows for either full retrospective or modified retrospective adoption and becomes effective for the Company in the first quarter of 2018. We will adopt this guidance under the modified retrospective method. Our analysis has consisted of reviewing the nature and terms of our existing contracts under the provisions of the new guidance and assessing any operational changes and process updates required for compliance. As of December 31, 2017, we do not expect the adoption of the amended guidance to have a material impact on the amount of reported revenue with respect to our product and product-related and service revenues. Under ASC 606, certain insignificant amounts previously presented as provision for doubtful accounts within our Telerhythmics cardiac monitoring business will be considered as implicit price concessions and will be recorded as a direct reduction of revenues. In addition, the new guidance will require expanded disclosures related to disaggregated revenue, contract balances and performance obligations. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of the new standard on our financial statements and disclosures. The Company will finalize its accounting assessment and quantitative impact of the adoption of the new standard during the first quarter of fiscal year 2018. |
Leases | We currently lease facilities and certain automotive equipment under non-cancelable operating leases expiring from January 31, 2018 through July 31, 2022. 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 Sig23
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands): As of December 31, 2017 Maturity in Cost Unrealized Fair Value Gains Losses Corporate debt securities Less than 1 year $ — $ — $ — $ — Corporate debt securities 1-3 years — — — — Equity securities - 191 17 — 208 $ 191 $ 17 $ — $ 208 As of December 31, 2016 Maturity in Cost Unrealized Fair Value 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 |
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, 2017 , 2016 , and 2015 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Reserve for Contractual Allowances (2) 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 Provision adjustment 453 133 19,307 Write-offs and recoveries, net (431 ) (137 ) (19,375 ) Balance at December 31, 2017 $ 553 $ 9 $ 447 (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, 2017 , 2016 , and 2015 (in thousands): Reserve for Excess and Obsolete Inventories (1) 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 Provision adjustment 81 Write-offs and scrap (44 ) Balance at December 31, 2017 $ 453 (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, 2017 , 2016 , and 2015 are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ 196 $ 213 $ 176 Charges to cost of revenues 351 326 331 Applied to liability (343 ) (343 ) (294 ) Balance at end of year $ 204 $ 196 $ 213 |
Schedule of basic and diluted net (loss) income per share computations | The following table sets forth the computation of basic and diluted net (loss) income per share for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net (loss) income $ (35,730 ) $ 14,302 $ 21,640 Shares used to compute basic net (loss) income per share 19,995 19,594 19,210 Dilutive potential common shares: Stock options — 398 449 Restricted stock units — 75 31 Shares used to compute diluted net (loss) income per share 19,995 20,067 19,690 Basic net (loss) income per share $ (1.79 ) $ 0.73 $ 1.13 Diluted net (loss) income per share $ (1.79 ) $ 0.71 $ 1.10 |
Schedule of antidilutive weighted average outstanding common stock equivalents | The following weighted average outstanding common stock equivalents were not included in the calculation of diluted net (loss) income per share because their effect was antidilutive: Year Ended December 31, (shares in thousands) 2017 2016 2015 Stock options 220 16 1 Restricted stock units 33 — — Total 253 16 1 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of adjusted purchase price after settlement | 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 allocation of purchase price | 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) Allocation of Purchase Price Cash and cash equivalents $ 6,842 Accounts receivable 6,686 Inventories 324 Income taxes receivable 2,062 Other current and non-current assets 706 Property and equipment 25,999 Intangible assets 10,862 Goodwill 3,678 Accounts payable (4,514 ) Accrued expenses (2,946 ) Payable to former stockholders (1) (2,062 ) Deferred revenue (1,677 ) Debt (9,350 ) Income taxes payable, noncurrent (949 ) Deferred tax liabilities, noncurrent (3,337 ) Total net assets acquired $ 32,324 (1) Includes amounts payable to former PRHC stockholders related to tax refund receivables under the terms of the Purchase Agreement. |
Schedule of unaudited pro forma results | 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 |
Supplementary Balance Sheet I25
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Tables of supplemental balance sheet information | The following tables show the Company’s consolidated balance sheet details as of December 31, 2017 and 2016 (in thousands): December 31, December 31, Inventories: Raw materials $ 2,331 $ 2,494 Work-in-process 2,094 1,483 Finished goods 1,529 2,426 Total inventories 5,954 6,403 Less reserve for excess and obsolete inventories (453 ) (416 ) Total inventories, net $ 5,501 $ 5,987 December 31, December 31, Property and equipment: Land $ 1,170 $ 1,170 Buildings and leasehold improvements 2,946 2,946 Machinery and equipment 55,152 50,689 Computer hardware and software 4,615 4,486 Total property and equipment 63,883 59,291 Less accumulated depreciation (35,518 ) (27,884 ) Total property and equipment, net $ 28,365 $ 31,407 Depreciation expense for the years ended December 31, 2017 , 2016 , and 2015 was $7.9 million , $7.6 million , and $1.9 million , respectively. December 31, 2017 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net (1) Intangible assets with finite useful lives: Customer relationships 9.6 $ 10,363 $ (4,976 ) $ 5,387 Trademarks 6.3 4,610 (1,633 ) 2,977 Distribution Agreement 3.3 2,165 (2,165 ) — Patents 15.0 141 (134 ) 7 Covenants not to compete 5.0 251 (155 ) 96 Total intangible assets, net $ 17,530 $ (9,063 ) $ 8,467 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 (1) Amortization expense for intangible assets, net for the year ended December 31, 2017 , 2016 , and 2015 was $3.2 million , $2.3 million , and $0.5 million respectively. Estimated amortization expense for intangible assets for 2018 is $1.6 million , for 2019 is $1.6 million , for 2020 is $1.5 million , for 2021 is $1.5 million , for 2022 is $0.8 million , and thereafter is $1.5 million . December 31, December 31, Other current liabilities: Professional fees $ 506 $ 415 Sales and property taxes payable 404 440 Radiopharmaceuticals and consumable medical supplies 187 274 Current portion of capital lease obligation 796 640 Facilities and related costs 153 209 Outside services and consulting 146 300 Payable to former DMS Health stockholders 170 574 Other accrued liabilities 553 668 Total other current liabilities $ 2,915 $ 3,520 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands): At Fair Value as of December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Corporate debt securities $ — $ — $ — $ — Equity securities 97 111 — 208 Total $ 97 $ 111 $ — $ 208 Liabilities: Acquisition related contingent consideration $ — $ — $ — $ — 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 |
Schedule of estimated fair value of contingent consideration | Changes in the estimated fair value of contingent consideration liabilities (Level 3 measurement) from December 31, 2015 to December 31, 2017 are as follows (in thousands): Telerhythmics Contingent Consideration MD Office Solutions Contingent Consideration Total Contingent Consideration 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 Contingent consideration payments — (27 ) (27 ) Change in estimated fair value — (57 ) (57 ) Balance at December 31, 2017 $ — $ — $ — |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | Changes in the carrying amount of goodwill from December 31, 2015 to December 31, 2017 , by reportable segment, are as follows (in thousands): Diagnostic Services Medical Device Sales and Service Total 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 Impairment of DMS Health — (2,580 ) (2,580 ) Impairment of Telerhythmics (166 ) — (166 ) Balance at December 31, 2017 $ 2,393 $ 1,098 $ 3,491 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | A summary of long-term debt is as follows: December 31, 2017 December 31, 2016 (in thousands) Amount Interest Rate Amount Interest Rate Revolving Credit Facility $ 19,500 3.90% $ — 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 19,500 21,963 Less: net unamortized debt issuance cost — (535 ) Less: current portion — (5,358 ) Long-term portion $ 19,500 $ 16,070 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | 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, 2017 are as follows (in thousands): Operating Leases Capital Leases 2018 $ 1,873 $ 915 2019 1,143 728 2020 820 633 2021 364 608 2022 77 73 Thereafter — — Total future minimum lease payments $ 4,277 2,957 Less amounts representing interest (267 ) Present value of obligations 2,690 Less: current capital lease obligations (796 ) Total long-term capital lease obligations $ 1,894 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions | The weighted-average grant date fair value of employee stock options granted during the year ended December 31, 2016 was $1.34 per share, which was estimated using the following weighted-average assumptions. There were no employee stock options granted during the years ended December 31, 2017 and 2015 . Year Ended December 31, 2017 2016 2015 Expected volatility — % 40 % — % Expected term (in years) — 6 — Risk-free interest rate — % 1.5 % — % Expected dividend yield — % 3.9 % — % |
Schedule of stock option activity | A summary of our stock option award activity as of and for the year ended December 31, 2017 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, 2016 804 $ 2.69 Options outstanding at December 31, 2016 982 $ 3.01 Options granted — $ — Options forfeited (16 ) 5.12 Options expired (58 ) 2.28 Options exercised (6 ) 0.70 Options outstanding at December 31, 2017 902 $ 3.03 3.34 $ 205 Options exercisable at December 31, 2017 824 $ 2.84 2.90 $ 205 |
Schedule of restricted stock activity | A summary of our restricted stock unit activity as of and for the year ended December 31, 2017 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, 2016 316 $ 4.97 Granted 375 4.77 Forfeited (175 ) 4.92 Vested (175 ) 5.06 Non-vested restricted stock units outstanding at December 31, 2017 341 $ 4.73 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2017 , 2016 , and 2015 based on service conditions (in thousands): Year Ended December 31, 2017 2016 2015 Fair value on vesting date of vested restricted stock units $ 798 $ 679 $ — |
Schedule of compensation expense | Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2017 , 2016 , and 2015 was allocated as follows (in thousands): Year Ended December 31, Cost of revenues: 2017 2016 2015 Services $ 40 $ 27 $ 18 Product and product-related 19 14 47 Marketing and sales 157 237 98 General and administrative 636 746 453 Share-based compensation expense $ 852 $ 1,024 $ 616 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax components | Significant components of the provision (benefit) for income taxes from continuing operations are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current provision: Federal $ — $ — $ — State 30 18 23 Foreign 63 44 — Total current provision 93 62 23 Deferred provision (benefit): Federal 26,411 (12,630 ) (17,347 ) State 1,119 151 (1,799 ) Foreign — — — Total deferred provision (benefit) 27,530 (12,479 ) (19,146 ) Total income tax provision (benefit) $ 27,623 $ (12,417 ) $ (19,123 ) |
Schedule of differences between provision (benefit) for income taxes and statutory income taxes | 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, 2017 2016 2015 Income tax expense (benefit) at statutory federal rate 34.0 % 34.0 % 34.0 % State income tax expense, net of federal benefit 2.0 % 4.0 % 3.4 % Permanent differences and other (0.2 )% 4.3 % 4.4 % Goodwill (8.3 )% — % — % Transaction costs — % 2.6 % 23.1 % Withholding costs (0.8 )% 2.2 % — % Tax credit — % (2.6 )% — % Impact of 2017 Tax Act (143.6 )% — % — % Change in effective federal and state tax rates 0.4 % (0.4 )% 37.6 % Expiration of net operating loss and tax credit carryovers (0.1 )% 3.4 % 8.4 % Stock compensation expense (1.0 )% — % — % Reserve for uncertain tax positions and other reserves 0.6 % (6.0 )% 76.8 % Change in valuation allowance (223.7 )% (668.0 )% (947.5 )% Provision (benefit) for income taxes (340.7 )% (626.5 )% (759.8 )% |
Schedule of deferred tax assets | Our net deferred tax assets consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforwards $ 23,399 $ 35,540 Research and development and other credits 44 89 Reserves 567 964 Intangibles — — Other, net 1,231 1,980 Total deferred tax assets 25,241 38,573 Deferred tax liabilities Fixed assets and other (3,489 ) (6,221 ) Intangibles (891 ) (2,335 ) Total deferred tax liabilities (4,380 ) (8,556 ) Valuation allowance for deferred tax assets (21,115 ) (2,998 ) Net deferred tax (liabilities) assets $ (254 ) $ 27,019 |
Schedule of activity related to unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits (in thousands): December 31, 2017 2016 2015 Balance at beginning of year $ 4,134 $ 3,916 $ 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 (198 ) (477 ) — Balance at end of year $ 3,936 $ 4,134 $ 3,916 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information for the years ended December 31, 2017 , 2016 , and 2015 is as follows: Year ended December 31, (in thousands) 2017 2016 (1) 2015 (2) Revenue by segment: Diagnostic Services $ 49,016 $ 48,305 $ 46,407 Diagnostic Imaging 12,081 13,870 14,419 Mobile Healthcare 42,849 47,206 — Medical Device Sales and Service 14,393 16,086 — Consolidated revenue $ 118,339 $ 125,467 $ 60,826 Gross profit by segment: Diagnostic Services $ 9,942 $ 10,486 $ 10,439 Diagnostic Imaging 5,036 7,116 7,470 Mobile Healthcare 6,090 9,510 — Medical Device Sales and Service 7,334 8,661 — Consolidated gross profit $ 28,402 $ 35,773 $ 17,909 Income (loss) from operations by segment: Diagnostic Services $ 972 $ 946 $ 1,041 Diagnostic Imaging (210 ) 2,116 3,071 Mobile Healthcare (1,730 ) 711 — Medical Device Sales and Service (966 ) 1,571 — Segment (loss) income from operations (1,934 ) 5,344 4,112 Litigation reserve (3) (1,339 ) — — Goodwill impairment (4) (2,746 ) (338 ) — Transaction and integration costs of DMS Health (5) — (1,921 ) (1,338 ) Consolidated (loss) income from operations (6,019 ) 3,085 2,774 Other (expense) income, net (311 ) 212 (233 ) Interest expense, net (1,068 ) (1,412 ) (24 ) Loss on extinguishment of debt (709 ) — — Consolidated (loss) income before income taxes $ (8,107 ) $ 1,885 $ 2,517 Depreciation and amortization of tangible and intangible assets by segment: Diagnostic Services $ 2,769 $ 2,880 $ 2,150 Diagnostic Imaging 297 244 291 Mobile Healthcare 6,066 5,736 — Medical Device Sales and Service 1,932 1,029 — Consolidated depreciation and amortization $ 11,064 $ 9,889 $ 2,441 (1) On January 1, 2016, we acquired DMS Health Technologies. The results of DMS Health Technologies are included in Mobile Healthcare and Medical Device Sales and Service since the acquisition date. (2) On March 5, 2015, we acquired MD Office. The results of MD Office are included in Diagnostic Services since the acquisition date. (3) See Note 8 for further information. (4) See Note 6 for further information. (5) Includes diligence, transaction, and integration costs related to the acquisition of DMS Health Technologies. |
Quarterly Financial Informati33
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly data | Summarized quarterly data for fiscal 2017 and 2016 are as follows (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal 2017 Revenues $ 29,080 $ 29,786 $ 28,555 $ 30,918 Gross profit $ 7,107 $ 7,033 $ 6,640 $ 7,622 Loss from operations $ (975 ) $ (1,751 ) $ (2,388 ) $ (905 ) Net loss (1) $ (2,076 ) $ (2,772 ) $ (8,899 ) $ (21,983 ) Net loss per common share—basic (2) $ (0.10 ) $ (0.14 ) $ (0.44 ) $ (1.10 ) Net loss per common share—diluted (2) $ (0.10 ) $ (0.14 ) $ (0.44 ) $ (1.10 ) Fiscal 2016 Revenues $ 31,157 $ 32,090 $ 31,086 $ 31,134 Gross profit $ 9,065 $ 9,765 $ 8,301 $ 8,642 Income (loss) from operations $ (553 ) $ 1,472 $ 689 $ 1,477 Net income (loss) (1) $ 11,609 $ 998 $ (283 ) $ 1,978 Net income (loss) per common share—basic (2) $ 0.60 $ 0.05 $ (0.01 ) $ 0.10 Net income (loss) per common share—diluted (2) $ 0.58 $ 0.05 $ (0.01 ) $ 0.10 (1) In the third and fourth quarters of 2017, the Company has increased its valuation allowance for deferred tax assets associated with net operating losses based on an estimated forecast of business operation profitability as well as material changes in business operations from business events. In the fourth quarter of 2017, the remaining deferred tax assets related to net operating losses were fully reserved. In addition, the fourth quarter of 2017 includes the impact of tax rate changes from enacted tax legislation signed in December 2017. Included in net income for the first quarter of 2016 is an income tax benefit of $12.5 million , primarily related to the release of the valuation allowance associated with a portion of our deferred tax assets. (2) Earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly net earnings per share will not necessarily equal the total for the year. |
The Company (Details)
The Company (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
The Company [Abstract] | |
Number of reportable segments | 4 |
Basis of Presentation and Sig35
Basis of Presentation and Significant Accounting Policies - Securities Available for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Other-than-temporary impairment charges | $ 311 | $ 413 | $ 233 |
Cost | 191 | 1,225 | |
Unrealized gains | 17 | 0 | |
Unrealized losses | 0 | (53) | |
Fair Value | 208 | 1,172 | |
Equity Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 191 | 308 | |
Unrealized gains | 17 | 0 | |
Unrealized losses | 0 | (53) | |
Fair Value | 208 | 255 | |
Less than 1 year | Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 0 | 917 | |
Unrealized gains | 0 | 0 | |
Unrealized losses | 0 | 0 | |
Fair Value | 0 | 917 | |
1-3 years | Debt Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 0 | 0 | |
Unrealized gains | 0 | 0 | |
Unrealized losses | 0 | 0 | |
Fair Value | $ 0 | $ 0 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts | |||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | |||
Beginning balance | $ 531 | $ 444 | $ 264 |
Provision adjustment | 453 | 740 | 483 |
Write-offs and recoveries, net | (431) | (653) | (303) |
Ending balance | 553 | 531 | 444 |
Reserves for Billing Adjustments | |||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | |||
Beginning balance | 13 | 10 | 7 |
Provision adjustment | 133 | 182 | 105 |
Write-offs and recoveries, net | (137) | (179) | (102) |
Ending balance | 9 | 13 | 10 |
Reserves for Contractual Allowance | |||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | |||
Beginning balance | 515 | 590 | 707 |
Provision adjustment | 19,307 | 24,280 | 22,256 |
Write-offs and recoveries, net | (19,375) | (24,355) | (22,373) |
Ending balance | $ 447 | $ 515 | $ 590 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 416 | $ 719 | $ 1,913 |
Provision adjustment | 81 | (199) | (967) |
Write-offs and scrap | (44) | (104) | (227) |
Ending balance | $ 453 | $ 416 | $ 719 |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies - Long-Lived Assets including Finite Lived Purchased Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets held for sale | $ 0 | $ 0 | $ 100,000 |
Minimum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Useful lives of intangible assets | 3 years | ||
Maximum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Useful lives of intangible assets | 15 years | ||
Leasehold Improvements | Minimum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 5 years | ||
Leasehold Improvements | Maximum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 20 years | ||
Machinery and Equipment | Minimum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 3 years | ||
Machinery and Equipment | Maximum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 10 years | ||
Computer hardware and software | Minimum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 3 years | ||
Computer hardware and software | Maximum | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Estimated useful lives of the long-lived assets | 10 years |
Basis of Presentation and Sig39
Basis of Presentation and Significant Accounting Policies - Valuation of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill impairment loss | $ (2,746,000) | $ (338,000) | $ 0 |
DMS Health | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | (2,580,000) | ||
DMS Health | Medical Device Sales and Service | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | (2,580,000) | ||
DMS Health | Diagnostic Services | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | 0 | ||
Telerhythmics | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | (166,000) | (338,000) | |
Telerhythmics | Medical Device Sales and Service | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | 0 | 0 | |
Telerhythmics | Diagnostic Services | |||
Goodwill [Line Items] | |||
Goodwill impairment loss | $ (166,000) | $ (338,000) |
Basis of Presentation and Sig40
Basis of Presentation and Significant Accounting Policies - Self-Insured Health Insurance Benefits (Details) $ in Millions | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
Reserve for estimated claims incurred and unpaid | $ 1 |
Basis of Presentation and Sig41
Basis of Presentation and Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Restricted cash and cash equivalents | $ 0.3 | $ 3.5 |
Cash held as collateral | $ 3.1 |
Basis of Presentation and Sig42
Basis of Presentation and Significant Accounting Policies - Debt Issuance Costs (Details) $ in Millions | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
Unamortized debt issuance costs | $ 0.2 |
Basis of Presentation and Sig43
Basis of Presentation and Significant Accounting Policies - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Shipping and handling costs | $ 0.9 | $ 0.9 | $ 0.6 |
Basis of Presentation and Sig44
Basis of Presentation and Significant Accounting Policies - Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Standard product warranty period | 12 months | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of year | $ 196 | $ 213 | $ 176 |
Charges to cost of revenues | 351 | 326 | 331 |
Applied to liability | (343) | (343) | (294) |
Balance at end of year | $ 204 | $ 196 | $ 213 |
Basis of Presentation and Sig45
Basis of Presentation and Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 0.3 | $ 0.3 | $ 0.3 |
Basis of Presentation and Sig46
Basis of Presentation and Significant Accounting Policies - Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||||||||||
Vested restricted stock units used to compute basic net income per share (in shares) | 5,499 | 10,240 | 0 | ||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net (loss) income | $ (21,983) | $ (8,899) | $ (2,772) | $ (2,076) | $ 1,978 | $ (283) | $ 998 | $ 11,609 | $ (35,730) | $ 14,302 | $ 21,640 |
Shares used to compute basic net (loss) income per share (in shares) | 19,995,000 | 19,594,000 | 19,210,000 | ||||||||
Dilutive potential common shares: | |||||||||||
Shares used to compute diluted net (loss) income per share (in shares) | 19,995,000 | 20,067,000 | 19,690,000 | ||||||||
Basic net (loss) income (usd per share) | $ (1.10) | $ (0.44) | $ (0.14) | $ (0.10) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.60 | $ (1.79) | $ 0.73 | $ 1.13 |
Diluted net (loss) income (usd per share) | $ (1.10) | $ (0.44) | $ (0.14) | $ (0.10) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.58 | $ (1.79) | $ 0.71 | $ 1.10 |
Antidilutive common shares excluded from computation of net income (in shares) | 253,000 | 16,000 | 1,000 | ||||||||
Stock Options | |||||||||||
Dilutive potential common shares: | |||||||||||
Stock options (in shares) | 0 | 398,000 | 449,000 | ||||||||
Antidilutive common shares excluded from computation of net income (in shares) | 220,000 | 16,000 | 1,000 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Dilutive potential common shares: | |||||||||||
Stock options (in shares) | 0 | 75,000 | 31,000 | ||||||||
Antidilutive common shares excluded from computation of net income (in shares) | 33,000 | 0 | 0 |
Basis of Presentation and Sig47
Basis of Presentation and Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Income tax benefit | $ 12,500 | $ (27,623) | $ 12,417 | $ 19,123 |
Additional valuation allowance recorded | $ 18,100 |
Basis of Presentation and Sig48
Basis of Presentation and Significant Accounting Policies - Recent Accounting Standards (Details) $ in Millions | Jan. 01, 2017USD ($) |
Accounting Policies [Abstract] | |
Previously unrecognized excess tax benefits on share-based compensation | $ 0.5 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Income tax benefit related to release of valuation allowance | $ (27,530) | $ 12,479 | $ 19,146 | ||||
Income tax benefit | $ 12,500 | $ (27,623) | 12,417 | 19,123 | |||
DMS Health | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 32,900 | 32,324 | |||||
Proceeds received | $ 600 | 600 | |||||
Paid to settle award plan | 1,556 | ||||||
Long term debt paid off | $ 9,400 | ||||||
Transaction and integration related costs | 1,900 | $ 1,300 | $ 3,300 | ||||
Income tax benefit related to release of valuation allowance | 13,200 | ||||||
Income tax benefit | $ 19,100 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) - DMS Health - USD ($) $ in Thousands | Jan. 01, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Jun. 07, 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) | (600) | ||
Total purchase price | $ 32,900 | 32,324 | ||
Less: cash and cash equivalents acquired | (6,842) | $ (6,842) | ||
Total purchase price, net of cash acquired | $ 25,482 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 07, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,491 | $ 6,237 | $ 2,897 | |
DMS Health | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 6,842 | $ 6,842 | ||
Accounts receivable | 6,686 | |||
Inventories | 324 | |||
Income taxes receivable | 2,062 | |||
Other current and non-current assets | 706 | |||
Property and equipment | 25,999 | |||
Intangible assets | 10,862 | |||
Goodwill | 3,678 | |||
Accounts payable | (4,514) | |||
Accrued expenses | (2,946) | |||
Payable to former stockholders | (2,062) | |||
Deferred revenue | (1,677) | |||
Debt | (9,350) | |||
Income taxes payable, noncurrent | (949) | |||
Deferred tax liabilities, noncurrent | (3,337) | |||
Total net assets acquired | $ 32,324 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - DMS Health - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 125,467 | $ 128,606 |
Net income | $ 2,360 | $ 24,125 |
Net income per share: | ||
Basic (usd per share) | $ 0.12 | $ 1.26 |
Diluted (usd per share) | $ 0.12 | $ 1.23 |
Supplementary Balance Sheet I53
Supplementary Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory, Net [Abstract] | |||
Raw materials | $ 2,331 | $ 2,494 | |
Work-in-process | 2,094 | 1,483 | |
Finished goods | 1,529 | 2,426 | |
Total inventories | 5,954 | 6,403 | |
Less reserve for excess and obsolete inventories | (453) | (416) | |
Total inventories, net | 5,501 | 5,987 | |
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 63,883 | 59,291 | |
Less accumulated depreciation | (35,518) | (27,884) | |
Total property and equipment, net | 28,365 | 31,407 | |
Depreciation | 7,903 | 7,576 | $ 1,935 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 17,530 | 17,530 | |
Accumulated Amortization | (9,063) | (5,902) | |
Intangible Assets, Net | 8,467 | 11,628 | |
Amortization of intangible assets | 3,161 | 2,313 | $ 506 |
Amortization expense for intangible assets, 2018 | 1,600 | ||
Amortization expense for intangible assets, 2019 | 1,600 | ||
Amortization expense for intangible assets, 2020 | 1,500 | ||
Amortization expense for intangible assets, 2021 | 1,500 | ||
Amortization expense for intangible assets, 2022 | 800 | ||
Amortization expense for intangible assets, thereafter | 1,500 | ||
Accrued Liabilities, Current [Abstract] | |||
Professional fees | 506 | 415 | |
Sales and property taxes payable | 404 | 440 | |
Radiopharmaceuticals and consumable medical supplies | 187 | 274 | |
Current portion of capital lease obligation | 796 | 640 | |
Facilities and related costs | 153 | 209 | |
Outside services and consulting | 146 | 300 | |
Payable to former DMS Health stockholders | 170 | 574 | |
Other accrued liabilities | 553 | 668 | |
Total other current liabilities | $ 2,915 | $ 3,520 | |
Customer relationships | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Life (years) | 9 years 7 months 6 days | 9 years 6 months | |
Gross Carrying Amount | $ 10,363 | $ 10,363 | |
Accumulated Amortization | (4,976) | (4,117) | |
Intangible Assets, Net | $ 5,387 | $ 6,246 | |
Trademarks | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Life (years) | 6 years 3 months 19 days | 6 years 3 months 19 days | |
Gross Carrying Amount | $ 4,610 | $ 4,610 | |
Accumulated Amortization | (1,633) | (891) | |
Intangible Assets, Net | $ 2,977 | $ 3,719 | |
Distribution Agreement | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Life (years) | 3 years 3 months | 3 years 3 months 19 days | |
Gross Carrying Amount | $ 2,165 | $ 2,165 | |
Accumulated Amortization | (2,165) | (658) | |
Intangible Assets, Net | $ 0 | $ 1,507 | |
Patents | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Life (years) | 15 years | 15 years | |
Gross Carrying Amount | $ 141 | $ 141 | |
Accumulated Amortization | (134) | (131) | |
Intangible Assets, Net | $ 7 | $ 10 | |
Covenants not to compete | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Useful Life (years) | 5 years | 5 years | |
Gross Carrying Amount | $ 251 | $ 251 | |
Accumulated Amortization | (155) | (105) | |
Intangible Assets, Net | 96 | 146 | |
Land | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 1,170 | 1,170 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,946 | 2,946 | |
Machinery and equipment | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 55,152 | 50,689 | |
Computer hardware and software | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 4,615 | $ 4,486 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Recorded at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 208 | $ 1,172 |
Fair value of liabilities | 0 | 84 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 97 | 0 |
Fair value of liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 111 | 1,172 |
Fair value of liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Fair value of liabilities | 0 | 84 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 917 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 917 |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 208 | 255 |
Equity securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 97 | 0 |
Equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 111 | 255 |
Equity securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 0 | $ 0 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Changes In Fair Value of Contingent Consideration (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Changes In Contingent Consideration [Roll Forward] | ||
Contingent consideration, beginning balance | $ 84,000 | $ 175,000 |
Contingent consideration payments | (27,000) | (27,000) |
Change in estimated fair value | (57,000) | (64,000) |
Contingent consideration, ending balance | 0 | 84,000 |
Telerhythmics | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition related contingent consideration | 0 | |
Changes In Contingent Consideration [Roll Forward] | ||
Contingent consideration, beginning balance | 0 | 22,000 |
Contingent consideration payments | 0 | 0 |
Change in estimated fair value | 0 | (22,000) |
Contingent consideration, ending balance | 0 | 0 |
MD Office | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Acquisition related contingent consideration | 400,000 | |
Changes In Contingent Consideration [Roll Forward] | ||
Contingent consideration, beginning balance | 84,000 | 153,000 |
Contingent consideration payments | (27,000) | (27,000) |
Change in estimated fair value | (57,000) | (42,000) |
Contingent consideration, ending balance | $ 0 | $ 84,000 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 6,237,000 | $ 2,897,000 | |
Goodwill impairment loss | (2,746,000) | (338,000) | $ 0 |
Goodwill, ending balance | 3,491,000 | 6,237,000 | 2,897,000 |
DMS Health | |||
Goodwill [Roll Forward] | |||
Goodwill acquired | 3,678,000 | ||
Goodwill impairment loss | (2,580,000) | ||
Telerhythmics | |||
Goodwill [Roll Forward] | |||
Goodwill impairment loss | (166,000) | (338,000) | |
Diagnostic Services | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 2,559,000 | 2,897,000 | |
Goodwill, ending balance | 2,393,000 | 2,559,000 | 2,897,000 |
Diagnostic Services | DMS Health | |||
Goodwill [Roll Forward] | |||
Goodwill acquired | 0 | ||
Goodwill impairment loss | 0 | ||
Diagnostic Services | Telerhythmics | |||
Goodwill [Roll Forward] | |||
Goodwill impairment loss | (166,000) | (338,000) | |
Medical Device Sales and Service | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 3,678,000 | 0 | |
Goodwill, ending balance | 1,098,000 | 3,678,000 | $ 0 |
Medical Device Sales and Service | DMS Health | |||
Goodwill [Roll Forward] | |||
Goodwill acquired | 3,678,000 | ||
Goodwill impairment loss | (2,580,000) | ||
Medical Device Sales and Service | Telerhythmics | |||
Goodwill [Roll Forward] | |||
Goodwill impairment loss | $ 0 | $ 0 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 19,500 | $ 21,963 |
Less: net unamortized debt issuance cost | (535) | |
Less: current portion | 0 | (5,358) |
Long-term portion | 19,500 | 16,070 |
Term Loan A (terminated June 21, 2017) | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 17,382 | |
Interest Rate | 3.15% | |
Term Loan B (terminated June 21, 2017) | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 4,581 | |
Interest Rate | 5.65% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 19,500 | $ 0 |
Interest Rate | 3.902% | 2.69% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jun. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 19,500,000 | $ 21,963,000 | ||
Loss on extinguishment of debt | (709,000) | 0 | $ 0 | |
Borrowing availability | $ 5,400,000 | |||
Fixed charge ratio | 4.00% | |||
Funded debt to adjusted EBITDA ratio | 8.00% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 19,500,000 | $ 0 | ||
Revolving Credit Facility | Comerica | ||||
Debt Instrument [Line Items] | ||||
Credit facility term | 5 years | |||
Maximum credit amount | $ 25,000,000 | |||
Aggregate amount | 1,000,000 | |||
Letters of credit outstanding | 100,000 | |||
Incurred and capitalized costs | $ 200,000 | |||
Unused line fee | 0.25% | |||
Revolving Credit Facility | Comerica | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2.35% | |||
Revolving Credit Facility | Comerica | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 0.50% | |||
Revolving Credit Facility | Comerica | Daily LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2.50% | |||
Revolving Credit Facility | Wells Fargo | ||||
Debt Instrument [Line Items] | ||||
Credit facility term | 5 years | |||
Maximum credit amount | $ 40,000,000 | |||
Amount drawn | $ 22,100,000 | |||
Loss on extinguishment of debt | $ (700,000) |
Commitments And Contingencies59
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Final settlement amount | $ 1,300 | |||
Operating lease rent expense | $ 4,200 | $ 5,800 | $ 1,300 | |
Operating Leases | ||||
2,018 | 1,873 | 1,873 | ||
2,019 | 1,143 | 1,143 | ||
2,020 | 820 | 820 | ||
2,021 | 364 | 364 | ||
2,022 | 77 | 77 | ||
Thereafter | 0 | 0 | ||
Total future minimum lease payments | 4,277 | 4,277 | ||
Capital Leases | ||||
2,018 | 915 | 915 | ||
2,019 | 728 | 728 | ||
2,020 | 633 | 633 | ||
2,021 | 608 | 608 | ||
2,022 | 73 | 73 | ||
Thereafter | 0 | 0 | ||
Total future minimum lease payments | 2,957 | 2,957 | ||
Less amounts representing interest | (267) | (267) | ||
Present value of obligations | 2,690 | 2,690 | ||
Less: current capital lease obligations | (796) | (796) | ||
Total long-term capital lease obligations | $ 1,894 | $ 1,894 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)plan$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Number of active equity incentive plans | plan | 2 | ||
Aggregate number of shares of common stock authorized to issue under the Plans (in shares) | 1,856,733 | ||
Shares available for future issuance under the Plans (in shares) | 437,619 | ||
Number of shares reserved for issuance under the Plans (in shares) | 10,248 | ||
Stock options granted (in shares) | 0 | 0 | |
Purchase price of granted restricted stock (usd per share) | $ / shares | $ 0 | ||
Stock Options | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock options contractual term under the Plans | 3 years 4 months 2 days | ||
Weighted average grant-date fair value of options granted (usd per share) | $ / shares | $ 1.34 | ||
Stock options granted (in shares) | 0 | ||
Unrecognized compensation cost | $ | $ 100 | ||
Weighted average period of years | 2 years 1 month 6 days | ||
Cash received from stock option exercises | $ | $ 5 | $ 800 | $ 600 |
Total intrinsic value of stock options exercised | $ | $ 12 | $ 1,100 | $ 200 |
Stock Options | Minimum | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock options requisite service period under the Plans | 1 year | ||
Stock options contractual term under the Plans | 7 years | ||
Stock Options | Maximum | |||
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] | |||
Weighted average period of years | 2 years 4 months 2 days | ||
Weighted average grant-date fair value of the restricted stock units (usd per share) | $ / shares | $ 4.77 | $ 5.28 | $ 4.14 |
Unrecognized compensation costs | $ | $ 1,100 | ||
Restricted Stock | Minimum | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
restricted stock vesting period under the Plans | 1 year | ||
Restricted Stock | Maximum | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
restricted stock vesting period under the Plans | 4 years |
Share Based Compensation - Stoc
Share Based Compensation - Stock Options Fair Value Weighted Average Valuation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 0.00% | 40.00% | 0.00% |
Expected term (in years) | 6 years | ||
Risk-free interest rate | 0.00% | 1.50% | 0.00% |
Expected dividend yield | 0.00% | 3.90% | 0.00% |
Share Based Compensation - St62
Share Based Compensation - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Number of Shares | ||
Options granted (in shares) | 0 | 0 |
Stock Options | ||
Number of Shares | ||
Options exercisable, beginning balance (in shares) | 804 | |
Options outstanding, beginning balance (in shares) | 982 | |
Options granted (in shares) | 0 | |
Options forfeited (in shares) | (16) | |
Options expired (in shares) | (58) | |
Options exercised (in shares) | (6) | |
Options outstanding, ending balance (in shares) | 902 | |
Options exercisable, ending balance (in shares) | 824 | |
Weighted- Average Exercise Price per Share | ||
Options exercisable, weighted-average exercise price per share, beginning balance (usd per share) | $ 2.69 | |
Options outstanding, weighted-average exercise price per share, beginning balance (usd per share) | 3.01 | |
Options granted, weighted-average exercise price per share (usd per share) | 0 | |
Options forfeited, weighted average exercise price per share (usd per share) | 5.12 | |
Options expired, weighted average exercise price per share (usd per share) | 2.28 | |
Options exercised, weighted average exercise price per share (usd per share) | 0.70 | |
Options outstanding, weighted-average exercise price per share, ending balance (usd per share) | 3.03 | |
Options exercisable, weighted-average exercise price per share, ending balance (usd per share) | $ 2.84 | |
Options outstanding , weighted average remaining contractual term (in years) | 3 years 4 months 2 days | |
Options exercisable, weighted average remaining contractual term (in years) | 2 years 10 months 25 days | |
Options outstanding, aggregate intrinsic value | $ 205 | |
Options exercisable, aggregate intrinsic value | $ 205 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | $ 1,100 | |||
Number of Shares | ||||
Non-vested restricted stock units outstanding, beginning balance (in shares) | 341 | 316 | 341 | |
Granted (shares) | 375 | |||
Forfeited (shares) | (175) | |||
Vested (shares) | (175) | |||
Non-vested restricted stock units outstanding, ending balance (in shares) | 341 | 316 | ||
Weighted- Average Grant Date Fair Value Per Share | ||||
Non-vested restricted stock units outstanding, weighted average grant date fair value, beginning balance (usd per share) | $ 4.97 | |||
Granted (usd per share) | 4.77 | $ 5.28 | $ 4.14 | |
Forfeited (usd per share) | 4.92 | |||
Vested (usd per share) | 5.06 | |||
Non-vested restricted stock units outstanding, weighted average grant date fair value, ending balance (usd per share) | $ 4.73 | $ 4.97 | ||
Fair value on vesting date of vested restricted stock units | $ 798 | $ 679 | $ 0 |
Share Based Compensation - Allo
Share Based Compensation - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 852 | $ 1,024 | $ 616 |
Services | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 40 | 27 | 18 |
Product and product-related | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 19 | 14 | 47 |
Marketing and sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 157 | 237 | 98 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 636 | $ 746 | $ 453 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current provision: | ||||
Federal | $ 0 | $ 0 | $ 0 | |
State | 30 | 18 | 23 | |
Foreign | 63 | 44 | 0 | |
Total current provision | 93 | 62 | 23 | |
Deferred provision (benefit): | ||||
Federal | 26,411 | (12,630) | (17,347) | |
State | 1,119 | 151 | (1,799) | |
Foreign | 0 | 0 | 0 | |
Total deferred provision (benefit) | 27,530 | (12,479) | (19,146) | |
Total income tax provision (benefit) | $ (12,500) | $ 27,623 | $ (12,417) | $ (19,123) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at statutory federal rate | 34.00% | 34.00% | 34.00% |
State income tax expense, net of federal benefit | 2.00% | 4.00% | 3.40% |
Permanent differences and other | (0.20%) | 4.30% | 4.40% |
Goodwill | (8.30%) | 0.00% | 0.00% |
Transaction costs | 0.00% | 2.60% | 23.10% |
Withholding costs | (0.80%) | 2.20% | 0.00% |
Tax credit | (0.00%) | (2.60%) | (0.00%) |
Impact of 2017 Tax Act | (143.60%) | 0.00% | 0.00% |
Change in effective federal and state tax rates | 0.40% | (0.40%) | 37.60% |
Expiration of net operating loss and tax credit carryovers | (0.10%) | 3.40% | 8.40% |
Stock compensation expense | (1.00%) | 0.00% | 0.00% |
Reserve for uncertain tax positions and other reserves | 0.60% | (6.00%) | 76.80% |
Change in valuation allowance | (223.70%) | (668.00%) | (947.50%) |
Provision (benefit) for income taxes | (340.70%) | (626.50%) | (759.80%) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 23,399 | $ 35,540 |
Research and development and other credits | 44 | 89 |
Reserves | 567 | 964 |
Intangibles | 0 | 0 |
Other, net | 1,231 | 1,980 |
Total deferred tax assets | 25,241 | 38,573 |
Deferred tax liabilities | ||
Fixed assets and other | (3,489) | (6,221) |
Intangibles | (891) | (2,335) |
Total deferred tax liabilities | (4,380) | (8,556) |
Valuation allowance for deferred tax assets | (21,115) | (2,998) |
Net deferred tax (liabilities) | $ (254) | |
Net deferred tax assets | $ 27,019 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Additional valuation allowance recorded | $ 18,100 | |||
Valuation allowance for deferred tax assets | (21,115) | $ (2,998) | ||
State income tax net operating loss carryforwards | 30,200 | |||
Unrecognized tax benefits | 3,936 | 4,134 | $ 3,916 | $ 1,553 |
Tax benefits, if recognized, would reduce effective tax rate | 3,500 | |||
Tax expense due to re-measurement of deferred tax assets and liabilities | 11,600 | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal income tax net operating loss carryforwards | 89,200 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State loss carryforward subject to expiration | 100 | |||
Federal And California Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and California research and other credit carryforwards | 1,800 | $ 2,100 | ||
Expiring In Year Two | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
State loss carryforward subject to expiration | $ 100 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 4,134 | $ 3,916 | $ 1,553 |
Increases related to prior year tax positions | 0 | 882 | 2,363 |
Settlements with taxing authorities | 0 | (187) | 0 |
Expiration of the statute of limitations for the assessment of taxes | (198) | (477) | 0 |
Balance at end of year | $ 3,936 | $ 4,134 | $ 3,916 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||
Maximum annual contribution of annual salary per employee | 100.00% | ||
The Company's contributions to its retirement plans | $ 0.4 | $ 0.6 | $ 0.2 |
Related Party Transaction (Deta
Related Party Transaction (Details) - Perma-Fix Medical $ in Millions | Jul. 27, 2015USD ($)shares |
Related Party Transaction [Line Items] | |
Investment made as part of Subscription Agreement | $ | $ 1 |
Shares acquired (in shares) | shares | 71,429 |
Segments (Details)
Segments (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 4 | ||||||||||
Revenues | $ 118,339,000 | $ 125,467,000 | $ 60,826,000 | ||||||||
Consolidated gross profit | $ 7,622,000 | $ 6,640,000 | $ 7,033,000 | $ 7,107,000 | $ 8,642,000 | $ 8,301,000 | $ 9,765,000 | $ 9,065,000 | 28,402,000 | 35,773,000 | 17,909,000 |
Consolidated (loss) income from operations | $ (905,000) | $ (2,388,000) | $ (1,751,000) | $ (975,000) | $ 1,477,000 | $ 689,000 | $ 1,472,000 | $ (553,000) | (6,019,000) | 3,085,000 | 2,774,000 |
Goodwill impairment | (2,746,000) | (338,000) | 0 | ||||||||
Loss on extinguishment of debt | (709,000) | 0 | 0 | ||||||||
(Loss) income before income taxes | (8,107,000) | 1,885,000 | 2,517,000 | ||||||||
Consolidated depreciation and amortization | 11,064,000 | 9,889,000 | 2,441,000 | ||||||||
Segment (loss) income from operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Consolidated (loss) income from operations | (1,934,000) | 5,344,000 | 4,112,000 | ||||||||
Non-US | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,000,000 | 800,000 | 700,000 | ||||||||
Operating Segments | Diagnostic Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 49,016,000 | 48,305,000 | 46,407,000 | ||||||||
Consolidated gross profit | 9,942,000 | 10,486,000 | 10,439,000 | ||||||||
Consolidated (loss) income from operations | 972,000 | 946,000 | 1,041,000 | ||||||||
Consolidated depreciation and amortization | 2,769,000 | 2,880,000 | 2,150,000 | ||||||||
Operating Segments | Diagnostic Imaging | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 12,081,000 | 13,870,000 | 14,419,000 | ||||||||
Consolidated gross profit | 5,036,000 | 7,116,000 | 7,470,000 | ||||||||
Consolidated (loss) income from operations | (210,000) | 2,116,000 | 3,071,000 | ||||||||
Consolidated depreciation and amortization | 297,000 | 244,000 | 291,000 | ||||||||
Operating Segments | Mobile Healthcare | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 42,849,000 | 47,206,000 | 0 | ||||||||
Consolidated gross profit | 6,090,000 | 9,510,000 | 0 | ||||||||
Consolidated (loss) income from operations | (1,730,000) | 711,000 | 0 | ||||||||
Consolidated depreciation and amortization | 6,066,000 | 5,736,000 | 0 | ||||||||
Operating Segments | Medical Device Sales and Service | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 14,393,000 | 16,086,000 | 0 | ||||||||
Consolidated gross profit | 7,334,000 | 8,661,000 | 0 | ||||||||
Consolidated (loss) income from operations | (966,000) | 1,571,000 | 0 | ||||||||
Consolidated depreciation and amortization | 1,932,000 | 1,029,000 | 0 | ||||||||
Segment Reconciling Items | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Litigation reserve | (1,339,000) | 0 | 0 | ||||||||
Goodwill impairment | (2,746,000) | (338,000) | 0 | ||||||||
Transaction and integration costs of DMS Health | 0 | (1,921,000) | (1,338,000) | ||||||||
Other (expense) income, net | (311,000) | 212,000 | (233,000) | ||||||||
Interest expense, net | (1,068,000) | (1,412,000) | (24,000) | ||||||||
Loss on extinguishment of debt | $ (709,000) | $ 0 | $ 0 |
Quarterly Financial Informati73
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 30,918 | $ 28,555 | $ 29,786 | $ 29,080 | $ 31,134 | $ 31,086 | $ 32,090 | $ 31,157 | $ 91,865 | $ 95,511 | $ 46,407 |
Gross profit | 7,622 | 6,640 | 7,033 | 7,107 | 8,642 | 8,301 | 9,765 | 9,065 | 28,402 | 35,773 | 17,909 |
Income loss) from operations | (905) | (2,388) | (1,751) | (975) | 1,477 | 689 | 1,472 | (553) | (6,019) | 3,085 | 2,774 |
Net (loss) income | $ (21,983) | $ (8,899) | $ (2,772) | $ (2,076) | $ 1,978 | $ (283) | $ 998 | $ 11,609 | $ (35,730) | $ 14,302 | $ 21,640 |
Basic net (loss) income (usd per share) | $ (1.10) | $ (0.44) | $ (0.14) | $ (0.10) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.60 | $ (1.79) | $ 0.73 | $ 1.13 |
Diluted net (loss) income (usd per share) | $ (1.10) | $ (0.44) | $ (0.14) | $ (0.10) | $ 0.10 | $ (0.01) | $ 0.05 | $ 0.58 | $ (1.79) | $ 0.71 | $ 1.10 |
Income tax benefit | $ 12,500 | $ (27,623) | $ 12,417 | $ 19,123 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 30, 2018 | Jun. 21, 2017 |
Subsequent Event [Line Items] | ||||||
Dividends declared per common share (usd per share) | $ 0.21 | $ 0.20 | $ 0.20 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per common share (usd per share) | $ 0.055 | |||||
Customer Contracts | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Sale of Intangible Assets | $ 8,000,000 | |||||
Comerica | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Maximum credit amount | $ 25,000,000 | |||||
Comerica | Revolving Credit Facility | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Maximum credit amount | $ 20,000,000 |