Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Nature of Operations and Use of Estimates | (a) Nature of Operations and Use of Estimates |
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iCAD, Inc. and subsidiaries (the “Company” or “iCAD”) is an industry-leading provider of advanced image analysis, workflow solutions and radiation therapy for the early identification and treatment of cancer. |
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The Company has grown primarily through acquisitions to become a broad player in the oncology market. Its industry-leading solutions include advanced image analysis and workflow solutions that enable healthcare professionals to better serve patients by identifying pathologies and pinpointing the most prevalent cancers earlier, a comprehensive range of high-performance, upgradeable Computer-Aided Detection (CAD) systems and workflow solutions for mammography, MRI and CT, and the Xoft eBx system which is an isotope-free cancer treatment platform technology. CAD is reimbursable in the U.S. under federal and most third-party insurance programs. |
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The Company intends to continue the extension of its image analysis and clinical decision support solutions for mammography, MRI and CT imaging. iCAD believes that advances in digital imaging techniques should bolster its efforts to develop additional commercially viable CAD/advanced image analysis and workflow products. The Company’s belief is that early detection in combination with earlier targeted intervention will provide patients and care providers with the best tools available to achieve better clinical outcomes resulting in a market demand that will drive top line growth. |
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The Company’s headquarters are located in Nashua, New Hampshire, with manufacturing and contract manufacturing facilities in New Hampshire and Massachusetts and, an operation, research, development, manufacturing and warehousing facility in San Jose, California. |
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The Company operates in two segments, Cancer Detection (“Detection”) and Cancer Therapy (“Therapy”). The Detection segment consists of our advanced image analysis and workflow products, and the Therapy segment consists of our radiation therapy products. The Company sells its products throughout the world through its direct sales organization as well as through various OEM partners, distributors and resellers. See Note 7 for segment, major customer and geographical information. |
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The Company has reclassified on the statement of operations revenue for disposable applicators and supplies of to service and supplies revenue that was previously included in product revenue to conform to current period classification. The Company has reclassified on the statement of operations for the revenue for disposable applicators and supplies and other related expenses service and supplies cost of revenue that was previously included in cost of product revenue to conform to current period classification. The Company reclassified depreciation previously included in product and service cost of revenue to amortization and depreciation as a separate component of cost of revenue. |
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The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. It is reasonably possible that changes may occur in the near term that would affect management’s estimates with respect to assets and liabilities. |
Principles of Consolidation | (b) Principles of Consolidation |
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The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries; Xoft, Inc. and Xoft Solutions, LLC. All material inter-company transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | (c) Cash and cash equivalents |
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The Company defines cash and cash equivalents as all bank accounts, money market funds, deposits and other money market instruments with original maturities of 90 days or less, which are unrestricted as to withdrawal. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Insurance coverage is $250,000 per depositor at each financial institution, and the Company’s non-interest bearing cash balances exceed federally insured limits. Interest-bearing amounts on deposit in excess of federally insured limits at December 31, 2014 approximated $31.1 million. |
Financial Instruments | (d) Financial instruments |
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, notes payable and warrants. Due to their short term nature and market rates of interest, the carrying amounts of the financial instruments approximated fair value as of December 31, 2014 and 2013, with the exception of warrants. The fair value of warrants is more fully described in Note 1(r). |
Accounts Receivable and Allowance for Doubtful Accounts | (e) Accounts Receivable and Allowance for Doubtful Accounts |
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Accounts receivable are customer obligations due under normal trade terms. Credit limits are established through a process of reviewing the financial history and stability of each customer. The Company performs continuing credit evaluations of its customers’ financial condition and generally does not require collateral. |
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The Company’s policy is to maintain allowances for estimated losses from the inability of its customers to make required payments. The Company’s senior management reviews accounts receivable on a periodic basis to determine if any receivables may potentially be uncollectible. The Company includes any accounts receivable balances that it determines may likely be uncollectible, along with a general reserve for estimated probable losses based on historical experience, in its overall allowance for doubtful accounts. An amount would be written off against the allowance after all attempts to collect the receivable had failed. Based on the information available, the Company believes the allowance for doubtful accounts as of December 31, 2014 and 2013 is adequate. |
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The following table summarizes the allowance for doubtful accounts for the three years ended December 31, 2014 (in thousands): |
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| | 2014 | | | 2013 | | | 2012 | | | | | |
Balance at beginning of period | | $ | 73 | | | $ | 48 | | | $ | 54 | | | | | |
Additions charged to costs and expenses | | | 167 | | | | 35 | | | | — | | | | | |
Reductions | | | (37 | ) | | | (10 | ) | | | (6 | ) | | | | |
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Balance at end of period | | $ | 203 | | | $ | 73 | | | $ | 48 | | | | | |
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Inventory | (f) Inventory |
Inventory is valued at the lower of cost or market value, with cost determined by the first-in, first-out method. The Company regularly reviews inventory quantities on hand and records an allowance for excess and/or obsolete inventory primarily based upon the estimated usage of its inventory as well as other factors. At December 31, 2014 and 2013 respectively inventories consisted of the following (in thousands): |
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| | As of December 31, | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
Raw materials | | $ | 955 | | | $ | 581 | | | | | | | | | |
Work in process | | | 54 | | | | 38 | | | | | | | | | |
Finished Goods | | | 1,205 | | | | 1,272 | | | | | | | | | |
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Inventory | | $ | 2,214 | | | $ | 1,891 | | | | | | | | | |
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Property and Equipment | (g) Property and Equipment |
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Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter for leasehold improvements (see below). |
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| | Estimated life | | | | | | | | | | | | | |
Equipment | | | 3-5 years | | | | | | | | | | | | | |
Leasehold improvements | | | 3-5 years | | | | | | | | | | | | | |
Furniture and fixtures | | | 3-5 years | | | | | | | | | | | | | |
Marketing assets | | | 3-5 years | | | | | | | | | | | | | |
Long Lived Assets | (h) Long Lived Assets |
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Long-lived assets, other than goodwill, are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets are written down to fair value. The Company did not record any impairment losses in the years ended December 31, 2014, 2013 or 2012. |
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Intangible assets subject to amortization consist primarily of patents, technology, customer relationships and trade names purchased in the Company’s previous acquisitions. These assets, which include assets from the acquisition of the assets of DermEbx and Radion and the acquisition of Xoft, Inc., are amortized on a straight-line basis consistent with the pattern of economic benefit over their estimated useful lives of 5 to 15 years. A summary of intangible assets for 2014 and 2013 are as follows (in thousands): |
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| | 2014 | | | 2013 | | | Weighted | | | | | |
average | | | | |
useful life | | | | |
Gross Carrying Amount | | | | | | | | | | | | | | | | |
Patents and licenses | | $ | 767 | | | $ | 737 | | | | 5 years | | | | | |
Technology | | | 25,639 | | | | 24,909 | | | | 10 years | | | | | |
Customer relationships | | | 5,548 | | | | 248 | | | | 7 years | | | | | |
Tradename | | | 288 | | | | 248 | | | | 10 years | | | | | |
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Total amortizable intangible assets | | | 32,242 | | | | 26,142 | | | | | | | | | |
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Accumulated Amortization | | | | | | | | | | | | | | | | |
Patents and licenses | | $ | 517 | | | $ | 471 | | | | | | | | | |
Technology | | | 13,076 | | | | 11,589 | | | | | | | | | |
Customer relationships | | | 896 | | | | 160 | | | | | | | | | |
Tradename | | | 249 | | | | 248 | | | | | | | | | |
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Total accumulated amortization | | | 14,738 | | | | 12,468 | | | | | | | | | |
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Total amortizable intangible assets, net | | $ | 17,504 | | | $ | 13,674 | | | | | | | | | |
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Amortization expense related to intangible assets was approximately $2,270, $1,724 and $1,904 for the years ended December 31, 2014, 2013, and 2012, respectively. Estimated remaining amortization of the Company’s intangible assets is as follows (in thousands): |
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For the years ended December 31: | | Estimated | | | | | | | | | | | | | |
amortization | | | | | | | | | | | | |
expense | | | | | | | | | | | | |
2015 | | $ | 3,095 | | | | | | | | | | | | | |
2016 | | | 2,462 | | | | | | | | | | | | | |
2017 | | | 2,254 | | | | | | | | | | | | | |
2018 | | | 1,934 | | | | | | | | | | | | | |
2019 | | | 1,659 | | | | | | | | | | | | | |
Thereafter | | | 6,100 | | | | | | | | | | | | | |
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| | $ | 17,504 | | | | | | | | | | | | | |
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Goodwill | (i) Goodwill |
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In accordance with FASB Accounting Standards Codification (“ASC”) Topic 350-20, “Intangibles—Goodwill and Other”, (“ASC 350-20”), the Company tests goodwill for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of the Company is less than the carrying value of the Company. |
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Factors the Company considers important, which could trigger an impairment of such asset, include the following: |
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| • | | significant underperformance relative to historical or projected future operating results; | | | | | | | | | | | | | |
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| • | | significant changes in the manner or use of the assets or the strategy for the Company’s overall business; | | | | | | | | | | | | | |
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| • | | significant negative industry or economic trends; | | | | | | | | | | | | | |
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| • | | significant decline in the Company’s stock price for a sustained period; and | | | | | | | | | | | | | |
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| • | | a decline in the Company’s market capitalization below net book value. | | | | | | | | | | | | | |
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In June 2013, the Company determined that it had two reporting units and two reportable segments based on the information provided to the Chief Operating Decision Maker (“CODM”). Goodwill was allocated to the reporting units based on the relative fair value of the reporting units as of June 2013. |
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The Company performed an annual impairment assessment at October 1, 2014 and compared the fair value of each of reporting unit to its carrying value as of this date. Fair value of each reporting unit exceeded the carry value by approximately 315% for the Detection reporting unit and 255% for the Therapy reporting unit. The carrying values of the reporting units were determined based on an allocation of our assets and liabilities through specific allocation of certain assets and liabilities to the reporting units and an apportionment of the remaining net assets based on the relative size of the reporting units’ revenues and operating expenses compared to the Company as a whole. The determination of reporting units also requires management judgment. |
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The Company would record an impairment charge if such an assessment were to indicate that the fair value of a reporting unit was less than the carrying value. In evaluating potential impairments outside of the annual measurement date, judgment is required in determining whether an event has occurred that may impair the value of goodwill or intangible assets. The Company utilizes either discounted cash flow models or other valuation models, such as comparative transactions and market multiples, to determine the fair value of our reporting unit. The Company makes assumptions about future cash |
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flows, future operating plans, discount rates, comparable companies, market multiples, purchase price premiums and other factors in those models. Different assumptions and judgment determinations could yield different conclusions that would result in an impairment charge to income in the period that such change or determination was made. |
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The Company determined the fair values for each reporting unit using a weighting of the income approach and the market approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. The Company used internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on the most recent views of the long-term forecast for each segment. Accordingly, actual results can differ from those assumed in the forecasts. The discount rate of approximately 17% is derived from a capital asset pricing model and analyzing published rates for industries relevant to the reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in the internally developed forecasts. |
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In the market approach, the Company uses a valuation technique in which values are derived based on market prices of publicly traded companies with similar operating characteristics and industries. A market approach allows for comparison to actual market transactions and multiples. It can be somewhat limited in its application because the population of potential comparable publicly-traded companies can be limited due to differing characteristics of the comparative business and ours, as well as market data may not be available for divisions within larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a market transaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to the business. |
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The Company corroborated the total fair values of the reporting units using a market capitalization approach; however, this approach cannot be used to determine the fair value of each reporting unit value. The blend of the income approach and market approach is more closely aligned to the business profile of the Company, including markets served and products available. In addition, required rates of return, along with uncertainties inherent in the forecast of future cash flows, are reflected in the selection of the discount rate. In addition, under the blended approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. The Company will assess each valuation methodology based upon the relevance and availability of the data at the time the valuation is performed and weight the methodologies appropriately. |
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A rollforward of goodwill activity by reportable segment is as follows: |
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| | Detection | | | Therapy | | | Total | | | | | |
Accumulated Goodwill | | $ | — | | | $ | — | | | $ | 47,937 | | | | | |
Accumulated impairment | | | — | | | | — | | | | (26,828 | ) | | | | |
Fair value allocation | | | 7,663 | | | | 13,446 | | | | — | | | | | |
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Balance at December 31, 2013 | | | 7,663 | | | | 13,446 | | | | 21,109 | | | | | |
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Acquistion of DermEbx and Radion | | | — | | | | 6,154 | | | | 6,154 | | | | | |
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Balance at December 31, 2014 | | $ | 7,663 | | | $ | 19,600 | | | $ | 27,263 | | | | | |
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Revenue Recognition | (j) Revenue Recognition |
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The Company recognizes revenue primarily from the sale of products and from the sale of services and supplies. Revenue is recognized when delivery has occurred, persuasive evidence of an arrangement exists, fees are fixed or determinable and collectability of the related receivable is probable. For product revenue, delivery has occurred upon shipment provided title and risk of loss have passed to the customer. Services and supplies revenue are considered to be delivered as the services are performed or over the estimated life of the supply agreement. |
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The Company recognizes revenue from the sale of its digital, film-based CAD and cancer therapy products and services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”) and ASC Update No. 2009-14, “Certain Arrangements That Contain Software Elements” (“ASU 2009-14”) and ASC 985-605, “Software” (“ASC 985-605”). Revenue for the sale of certain CAD products is recognized in accordance with ASC 840 “Leases” (“ASC 840”). For multiple element arrangements, revenue is allocated to all deliverables based on their relative selling prices. In such circumstances, a hierarchy is used to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“BESP”). VSOE generally exists only when the deliverable is sold separately and is the price actually charged for that deliverable. The process for determining BESP for deliverables without VSOE or TPE considers multiple factors including relative selling prices; competitive prices in the marketplace, and management judgment, however, these may vary depending upon the unique facts and circumstances related to each deliverable. |
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The Company uses customer purchase orders that are subject to the Company’s terms and conditions or, in the case of an Original Equipment Manufacturer (“OEM”) are governed by distribution agreements. In accordance with the Company’s distribution agreements, the OEM does not have a right of return, and title and risk of loss passes to the OEM upon shipment. The Company generally ships Free On Board shipping point and uses shipping documents and third-party proof of delivery to verify delivery and transfer of title. In addition, the Company assesses whether collection is probable by considering a number of factors, including past transaction history with the customer and the creditworthiness of the customer, as obtained from third party credit references. |
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If the terms of the sale include customer acceptance provisions and compliance with those provisions cannot be demonstrated, all revenue is deferred and not recognized until such acceptance occurs. The Company considers all relevant facts and circumstances in determining when to recognize revenue, including contractual obligations to the customer, the customer’s post-delivery acceptance provisions, if any, and the installation process. |
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The Company has determined that iCAD’s digital, and film based sales generally follow the guidance of FASB ASC Topic 605 “Revenue Recognition” (“ASC 605”) as the software has been considered essential to the functionality of the product per the guidance of ASU 2009-14. Typically, the responsibility for the installation process lies with the OEM partner. On occasion, when iCAD is responsible for product installation, the installation element is considered a separate unit of accounting because the delivered product has stand-alone value to the customer. In these instances, the Company allocates the revenue to the deliverables based on the framework established within ASU 2009-13. Therefore, the installation and training revenue is recognized as the services are performed according to the BESP of the element. Revenue from the digital and film based equipment when there is installation, is recognized based on the relative selling price allocation of the BESP, when delivered. |
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Revenue from the certain CAD products is recognized in accordance with ASC 985-605. Sales of this product include training, and the Company has established VSOE for this element. Product revenue is determined based on the residual value in the arrangement, and is recognized when delivered. Revenue for training is deferred and recognized when the training has been completed. |
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The Company recognizes post contract customer support revenue together with the initial licensing fee for certain MRI products in accordance with 985-605-25-71. |
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Sales of the Company’s Therapy segment products typically include a controller, accessories, source agreements and services. The Company allocates revenue to the deliverables in the arrangement based on the BESP in accordance with ASU 2009-13. Product revenue is generally recognized when the product has been delivered and service and source revenue is typically recognized over the life of the service and source agreement. The Company includes in service and supplies revenue the following: the sale of physics and management services, the lease of electronic brachytherapy equipment, development fees, supplies and the right to use the Company’s AxxentHub |
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software. Physics and management services revenue and development fees are considered to be delivered as the services are performed or over the estimated life of the agreement. The Company typically bills items monthly over the life of the agreement except for development fees, which are generally billed in advance or over a 12 month period and the fee for treatment supplies which is generally billed in advance. |
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The Company defers revenue from the sale of certain service contracts and recognizes the related revenue on a straight-line basis in accordance with ASC Topic 605-20, “Services”. The Company provides for estimated warranty costs on original product warranties at the time of sale. |
Cost of Revenue | (k) Cost of Revenue |
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Cost of revenue consists of the costs of products purchased for resale, cost relating to service including costs of service contracts to maintain equipment after the warranty period, inbound freight and duty, manufacturing, warehousing, material movement, inspection, scrap, rework, depreciation and in-house product warranty repairs, amortization of acquired technology and medical device tax. |
Warranty Costs | (l) Warranty Costs |
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The Company provides for the estimated cost of standard product warranty against defects in material and workmanship based on historical warranty trends, including in the volume and cost of product returns during the warranty period. Warranty provisions and claims for the years ended December 31, 2014, 2013 and 2012, were as follows (in thousands): |
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| | 2014 | | | 2013 | | | 2012 | | | | | |
Beginning accrual balance | | $ | 25 | | | $ | 36 | | | $ | 89 | | | | | |
Warranty provision | | | 58 | | | | 96 | | | | 37 | | | | | |
Usage | | | (69 | ) | | | (107 | ) | | | (90 | ) | | | | |
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Ending accrual balance | | $ | 14 | | | $ | 25 | | | $ | 36 | | | | | |
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The warranty costs above include long-term warranty obligations of $5,000, $8,000 and $10,000 for the years ended December 31, 2014, 2013 and 2011, respectively. |
Engineering and Product Development Costs | (m) Engineering and Product Development Costs |
Engineering and product development costs relate to research and development efforts including Company sponsored clinical trials which are expensed as incurred. |
Advertising Costs | (n) Advertising Costs |
The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2014, 2013 and 2012 was approximately $882,000, $639,000 and $762,000 respectively. |
Net Loss per Common Share | (o) Net Loss per Common Share |
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The Company follows FASB ASC 260-10, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share on the face of the statements of operations. The Company’s basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period and, if there are dilutive securities, diluted income per share is computed by including common stock equivalents which includes shares issuable upon the exercise of stock options, net of shares assumed to have been purchased with the proceeds, using the treasury stock method. |
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A summary of the Company’s calculation of net loss per share is as follows (in thousands, except per share amounts): |
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| | 2014 | | | 2013 | | | 2012 | | | | | |
Net loss available to common shareholders | | $ | (1,009 | ) | | $ | (7,608 | ) | | $ | (9,374 | ) | | | | |
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Basic shares used in the calculation of earnings per share | | | 14,096 | | | | 10,842 | | | | 10,796 | | | | | |
Effect of dilutive securities: | | | | | | | | | | | | | | | | |
Stock options | | | — | | | | — | | | | — | | | | | |
Restricted stock | | | — | | | | — | | | | — | | | | | |
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Diluted shares used in the calculation of earnings per share | | | 14,096 | | | | 10,842 | | | | 10,796 | | | | | |
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Net loss per share : | | | | | | | | | | | | | | | | |
Basic | | $ | (0.07 | ) | | $ | (0.70 | ) | | $ | (0.87 | ) | | | | |
Diluted | | $ | (0.07 | ) | | $ | (0.70 | ) | | $ | (0.87 | ) | | | | |
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The following table summarizes the number of shares of common stock for securities, warrants and restricted stock that were not included in the calculation of diluted net loss per share because such shares are antidilutive: |
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| | 2014 | | | 2013 | | | 2012 | | | | | |
Common stock options | | | 1,417,887 | | | | 1,334,955 | | | | 1,434,945 | | | | | |
Warrants | | | — | | | | 550,000 | | | | 550,000 | | | | | |
Restricted Stock | | | 309,317 | | | | 216,250 | | | | 67,075 | | | | | |
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| | | 1,727,204 | | | | 2,101,205 | | | | 2,052,020 | | | | | |
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Restricted common stock can be issued to directors, executives or employees of the Company and are subject to time-based vesting. These potential shares were excluded from the computation of basic loss per share as these shares are not considered outstanding until vested. |
Income Taxes | (p) Income Taxes |
The Company follows the liability method under ASC Topic 740, “Income Taxes”, (“ASC 740”). The primary objectives of accounting for taxes under ASC 740 are to (a) recognize the amount of tax payable for the current year and (b) recognize the amount of deferred tax liability or asset for the future tax consequences of events that have been reflected in the Company’s financial statements or tax returns. The Company has provided a full valuation allowance against its deferred tax assets at December 31, 2014 and 2013, as it is more likely than not that the deferred tax asset will not be realized. Any subsequent changes in the valuation allowance will be recorded through operations in the provision (benefit) for income taxes. |
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, disclosure and transition. |
Stock-Based Compensation | (q) Stock-Based Compensation |
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The Company maintains stock-based incentive plans, under which it provides stock incentives to employees, directors and contractors. The Company may grant to employees, directors and contractors, options to purchase common stock at an exercise price equal to the market value of the stock at the date of grant. The Company may grant restricted stock to employees and directors. The underlying shares of the restricted stock grant are not issued until the shares vest, and compensation expense is based on the stock price of the shares at the time of grant. The Company follows FASB ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”), for all stock-based compensation. Under this application, the Company is required to record compensation expense over the vesting period for all awards granted. |
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The Company uses the Black-Scholes option pricing model to value stock options which requires extensive use of accounting judgment and financial estimates, including estimates of the expected term participants will retain their vested stock options before exercising them, the estimated volatility of its common stock price over the expected term, the risk free rate, expected dividend yield, and the number of options that will be forfeited prior to the completion of their vesting requirements. Fair value of restricted stock is determined based on the stock price of the underlying option on the date of the grant. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the Consolidated Statements of Operations. |
Fair Value Measurements | (r) Fair Value Measurements |
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The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurement and Disclosures” (“ASC 820”). This topic defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: |
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| • | | Level 1 - Quoted prices in active markets for identical assets or liabilities. | | | | | | | | | | | | | |
| • | | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, 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 | | | | | | | | | | | | | |
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A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
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The Company’s assets that are measured at fair value on a recurring basis relate to the Company’s money market accounts. The Company’s liabilities that are measured at fair value on a recurring basis relate to contingent consideration resulting from the acquisition of Xoft and the warrants issued in connection with the financing arrangement. |
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The money market funds are included in cash and cash equivalents in the accompanying balance sheet, and are considered a level 1 investment as they are valued at quoted market prices in active markets. |
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The fair value measurement for the contingent consideration liability is valued using Level 3 inputs. In connection with the acquisition of Xoft, the Company recorded a contingent consideration liability of $5.0 million based upon the estimated fair value of the additional earn-out potential for the sellers that is tied to cumulative net revenue of Xoft products from January 1, 2011 through December 31, 2013, payable January, 2014. As of December 31, 2013, the Company did not meet the cumulative net revenue criteria and accordingly the value of the contingent consideration was $0.0 million. |
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In connection with the financing as further described in Note 3 the Company issued 550,000 warrants to Deerfield in December 2011. On April 30, 2014, Deerfield exercised 450,000 warrants for an aggregate purchase price of $1,575,000, and the Company issued 450,000 shares of common stock, and cancelled the remaining 100,000 warrants issued to Deerfield, since these 100,000 warrants were exercisable only in the event the Company extended the last debt payment for an additional year. The warrant obligation was fully satisfied following that exercise. The liability for the warrants associated with the debt was valued using the binomial lattice-based valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. The warrant was valued at $2,151,000 as of April 30, 2014 immediately prior to exercise which included a gain of $699,000. Significant assumptions in valuing the warrant liability were as follows as of December 31, 2013 and April 30, 2014. |
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| | April 30, 2014 | | | December 31, 2013 | | | | | | | | | |
Warrants | | | | | | | | | | | | | | | | |
Exercise price | | $ | 3.5 | | | $ | 3.5 | | | | | | | | | |
Volatility | | | 40.8 | % | | | 56.2 | % | | | | | | | | |
Equivalent term (years) | | | 0 | | | | 4 | | | | | | | | | |
Risk-free interest rate | | | 0.1 | % | | | 1.3 | % | | | | | | | | |
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The following table sets forth Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy. |
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Fair value measurements using: (000’s) as of December 31, 2014 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Money market accounts | | $ | 26,530 | | | $ | — | | | $ | — | | | $ | 26,530 | |
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Total Assets | | $ | 26,530 | | | $ | — | | | $ | — | | | $ | 26,530 | |
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Liabilities | | | | | | | | | | | | | | | | |
Warrants | | | — | | | | — | | | | — | | | | — | |
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Total Liabilities | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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Fair value measurements using: (000’s) as of December 31, 2013 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Money market accounts | | $ | 7,572 | | | $ | — | | | $ | — | | | $ | 7,572 | |
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Total Assets | | $ | 7,572 | | | $ | — | | | $ | — | | | $ | 7,572 | |
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Liabilities | | | | | | | | | | | | | | | | |
Contingent Consideration | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Warrants | | | — | | | | — | | | | 3,986 | | | | 3,986 | |
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Total Liabilities | | $ | — | | | $ | — | | | $ | 3,986 | | | $ | 3,986 | |
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The following table provides a summary of changes in the fair value of the warrants during the period are as follows (in thousands): |
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Warrants | | Amount | | | | | | | | | | | | | |
Balance as of December 31, 2012 | | $ | 1,538 | | | | | | | | | | | | | |
Loss from change in fair value of warrant | | | 2,448 | | | | | | | | | | | | | |
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Balance as of December 31, 2013 | | | 3,986 | | | | | | | | | | | | | |
Gain from change in fair value of warrant | | | (1,835 | ) | | | | | | | | | | | | |
Warrant exercise | | | (2,151 | ) | | | | | | | | | | | | |
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Balance as of December 31, 2014 | | $ | — | | | | | | | | | | | | | |
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Items Measured at Fair Value on a Nonrecurring Basis |
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Certain assets, including our goodwill, are measured at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be impaired. We recorded an estimated impairment charge for goodwill of $26.8 million during the year ended December 31, 2011. We did not consider any assets to be impaired during the years ended December 31, 2014, 2013 or 2012. |
Segment Reporting | (a) Segment Reporting |
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In accordance with FASB Topic ASC 280, “Segments”, operating segments, are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. |
Leases | Under the guidance of ASC Topic 840, “Leases” the Company determined that the lease was a capital lease as it contained a bargain purchase option wherein the Company has the option to buy the equipment for $1 at the end of the lease term. Accordingly, the equipment has been capitalized and a liability has been recorded. |
Litigation | (g) Litigation |
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The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. Although the final results of all such matters and claims cannot be predicted with certainty, the Company currently believes that there are no current proceedings or claims pending against it of which the ultimate resolution would have a material adverse effect on its financial condition or results of operations. However, should we fail to prevail in any legal matter or should several legal matters be resolved against us in the same reporting period, such matters could have a material adverse effect on our operating results and cash flows for that particular period. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. |