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Acquisitions
3 Months Ended
Mar. 31, 2015
Acquisitions  
Acquisitions

 

2.    Acquisitions

 

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 Patient Services 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

 

Prepaid expenses and other current assets

 

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

 

 

1,600 

 

Covenants not to compete

 

 

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 Patient Services segment.

 

The unaudited pro forma information below presents combined results of operations as if the acquisition had occurred at the beginning of the period presented instead of January 31, 2014. The proforma 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.

 

 

 

March 31,

 

 

 

2014

 

Revenue

 

$

40,660

 

Net Loss

 

$

(2,369

)

Net loss per common share:

 

 

 

Basic and Diluted

 

$

(0.09

)

Weighted average number of shares:

 

 

 

Basic

 

26,110,825