Business Combinations

12 Months Ended

Dec. 31, 2015

Business Combinations

Business Combinations

3. Business Combinations

RadCore Lab, LLC

        On June 3, 2014, we acquired the assets of RadCore Lab, LLC ("RadCore"), an imaging core lab serving the biopharmaceutical and medical device research market. This acquisition broadens our offerings and adds new oncology, musculoskeletal and neurological imaging capabilities, supported by a state-of-the-art, cloud-based analysis platform. We paid $400 in cash at closing and 22,513 shares of our common stock, valued at $200 at closing. While this acquisition provides growth potential, the acquisition of RadCore did not have a material effect on our financial condition, results of operations or cash flows.

Biomedical Systems Corporation

        On April 3, 2014, we completed the acquisition of substantially all of the assets of Biomedical Systems Corporation's ("BMS") cardiac event monitoring, Holter monitoring and mobile telemetry monitoring services. The acquisition gave us access to internally developed Holter software and to established customer relationships. We paid $8,000 in cash at closing and 62,859 shares of our common stock, valued at $650 at closing. While the acquisition has been included within the consolidated results of operations and financial condition from the date of the acquisition, BMS did not have a material effect on our results of operations or cash flows.

        The purchase price allocation was completed in the first quarter of 2015. The amounts below represent the final fair value of assets acquired.

Fair value of assets acquired:
Property and equipment	$	882
Goodwill		3,559
Intangible assets		4,209
Net assets acquired	$	8,650

        The allocation of intangible assets is comprised of the following:

	Estimated Useful Life (Years)		Fair Value
Customer relationships		15	$	2,100
Technology		4		1,849
Covenants not to compete		7		260
Total intangible assets			$	4,209

        Goodwill recorded in connection with this acquisition is attributable to synergies expected to arise from cost savings opportunities. All of the recorded goodwill is included in the Healthcare segment.

Mednet Healthcare Technologies, Inc.

        On January 31, 2014, we acquired Mednet Healthcare Technologies, Inc., Heartcare Corporation of America, Inc., Universal Medical, Inc. and Universal Medical Laboratory, Inc. (together, "Mednet"). Mednet provides cardiac monitoring services and is an original equipment manufacturer of cardiac monitoring devices. The acquisition gave us access to established customer relationships. Upon the closing of the transaction, we acquired all of the issued and outstanding capital stock, and Mednet became a wholly-owned subsidiary. We paid $5,500 in cash at closing and 128,866 shares of our common stock, valued at $940 at closing. In addition, as a result of the acquisition, we assumed indebtedness from Mednet in the aggregate amount of $9,720, including interest. The acquisition has been included within the consolidated results of operations and financial condition from the date of the acquisition.

        The purchase price allocation was completed in the first quarter of 2015. The amounts below represent the final fair value of assets acquired.

Fair value of assets acquired:
Cash and cash equivalents	$	(199	)
Accounts receivable		3,879
Inventory		311
Property and equipment		3,429
Goodwill		9,589
Intangible assets		9,220
Other assets		317
Total assets acquired		26,546
Liabilities assumed:
Accounts payable		4,427
Accrued expenses		2,932
Other liabilities		3,027
Long-term debt, capital leases, note payable and related interest		9,720
Total liabilities assumed		20,106
Net assets acquired	$	6,440

        The allocation of intangible assets is comprised of the following:

	Estimated Useful Life (Years)		Fair Value
Customer relationships		13	$	6,500
Technology		5		1,600
Covenants not to compete		5		420
Indefinite-lived trade name				700
Total intangible assets			$	9,220

        Goodwill recorded in connection with this acquisition is attributable to the assembled workforce and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is included in the Healthcare segment.

        The unaudited pro forma information below presents combined results of operations as if the acquisition had occurred at the beginning of the periods presented instead of January 31, 2014. The pro forma information presented below does not include anticipated synergies or certain other expected benefits of the acquisition and should not be used as a predictive measure of our future results of operations. Mednet contributed $23,355 in revenue for the year ended December 31, 2014.

	December 31,
Unaudited pro forma information	2014			2013
Revenue	$	170,076		$	155,415
Net Loss		(8,014	)		(8,604	)
Net loss per common share:
Basic and Diluted		(0.30	)		(0.34	)
Weighted average number of shares:
Basic		26,444,626			25,640,295