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Subsequent Event (Notes)
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Dividend
On February 2, 2015, the Company announced a dividend of $0.05 payable to shareholders of record as of February 13, 2015. The dividend was paid on February 23, 2015.
MD Office Solutions, Inc. Acquisition
On March 5, 2015, we entered into an Agreement of Merger and Plan of Reorganization (the Merger Agreement) with the Stockholders party thereto (Sellers), to acquire MD Office Solutions, Inc. (MD Office).
Total consideration related to the Merger Agreement paid to the Sellers was 610,000 shares of common stock of Digirad Corporation, with a total value at closing of $2,684,000. The Company issued new shares for the consideration. In addition, there is an earn-out opportunity of up to $400,000 in cash over approximately three years based on the MD Office business meeting certain earnings before interest, taxes, depreciation and amortization (EBITDA) milestones. The Sellers will receive fifty percent of the EBITDA generated by the MD Office business in excess of the EBITDA milestone amounts, which is $650,000 for each of the annual periods ending December 31, 2015, 2016 and 2017, with the target for 2015 being prorated based on the close date. The Merger Agreement is also subject to a post-closing purchase price adjustment based on the final working capital balance, as defined in the Merger Agreement, as well as a Registration Rights Agreement related to the common shares provided to the Sellers as part of the consideration.
We expect to account for the transaction as a business combination and are in the process of determining the allocation of the purchase price to acquired assets and assumed liabilities, as well as preparing pro forma financial information. A determination of the acquisition-date fair values of the assets acquired and the liabilities assumed is pending the completion of an independent appraisal and other evaluations and therefore further disclosures have not been made.