Use these links to rapidly review the documentTABLE OF CONTENTS

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from N/A to N/A


Commission file number: 0-10961

CardioNet, Inc.(Exact name of registrant as specified in its charter)

DELAWARE(State or other jurisdiction of
incorporation or organization)

94-2573850(I.R.S. Employer
Identification No.)227 Washington Street
Conshohocken, Pennsylvania(Address of principal executive offices)

19428(Zip Code)


(610) 729-7000(Registrant's telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Securities
registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value

NASDAQ Stock Market LLC


Securities
registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $95,027,776 based on the closing sale price at
which the common stock was last sold on June 30, 2010, the last business day of the registrant's most recently completed second fiscal quarter.

As
of February 14, 2011, 24,256,506 shares of the registrant's common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain
information contained in the registrant's definitive Proxy Statement for the 2011 annual meeting of stockholders is incorporated by reference into Part III of this
Form 10-K.



---





Table of Contents



CardioNet, Inc.  Annual Report on Form 10-K  For The Fiscal Year Ended December 31, 2010

TABLE OF CONTENTS



PagePART IItem 1.

Business

3Item 1A.

Risk Factors

27Item 1B.

Unresolved Staff Comments

44Item 2.

Properties

44Item 3.

Legal Proceedings

44Item 4.

Removed and Reserved

45PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

46Item 6.

Selected Financial Data

48Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

49Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

62Item 8.

Financial Statements and Supplementary Data

63Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

101Item 9A.

Controls and Procedures

101Item 9B.

Other Information

104PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

105Item 11.

Executive Compensation

105Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

105Item 13.

Certain Relationships and Related Transactions, and Director Independence

105Item 14.

Principal Accountant Fees and Services

105PART IVItem 15.

Exhibits and Financial Statement Schedules

106Exhibit Index

108Signatures

112


2

---





Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this report includes certain forward-looking statements within the meaning of the "Safe Harbor" provisions of the
Private Securities Litigation Reform Act of 1995 regarding, among other things, our growth prospects, the prospects for our products and our confidence in the Company's future. These statements may be
identified by words such as "expect," "anticipate," "estimate," "intend," "plan", "believe," and other words and terms of similar meaning. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially
from current expectations. These factors include, among other things, the national rate set by the Centers for Medicare and Medicaid Services ("CMS") for our mobile cardiovascular telemetry service,
effectiveness of our cost savings initiatives, changes to insurance coverage and reimbursement levels for our products, the success of our sales and marketing initiatives, our ability to attract and
retain talented executive management and sales personnel, our ability to identify acquisition candidates, acquire them on attractive terms and integrate their operations into our business, the
commercialization of new products, market factors, internal research and development initiatives, partnered research and development initiatives, competitive product development, changes in
governmental regulations and legislation, the continued consolidation of payors, acceptance of our new products and services and patent protection and litigation, as well as the risks discussed in
Item 1A of this report entitled "Risk Factors." We undertake no obligation to publicly
update any forward-looking statement contained in this report whether as a result of new information, future events, or otherwise.

PART I

Item 1.    Business

CardioNet, Inc. (the "Company," "CardioNet," "we" or "us"), a Delaware corporation, provides continuous, real-time
ambulatory outpatient management solutions for monitoring relevant and timely clinical information regarding an individual's health. In September 1999, the Company began its focus on helping
physicians more rapidly diagnose and more effectively manage therapy for patients with cardiovascular disease. The Company began developing its product platform in April 2000. The Company then spent
seven years developing a proprietary integrated patient management platform that incorporates a wireless data transmission network, internally developed software, Food and Drug Administration (FDA)
cleared algorithms and medical devices, and a 24-hour digital monitoring service center. The Company is currently focused on the diagnosis and monitoring of cardiac arrhythmias, or heart
rhythm disorders, through its core Mobile Cardiac Outpatient Telemetry (MCOT), event and Holter services.

In
February 2002, the Company received FDA 510(k) clearance for the first and second generations of its core MCOT devices. MCOT automatically detects a
patient's cardiac rhythm irregularities and transmits electrocardiogram (ECG) data to a continuously monitored information center that was opened in Conshohocken, PA in July 2002. We released our
third generation of MCOT monitoring devices ("C3") in December 2007. The C3 generation of devices built upon our previous technology by allowing for expanded wireless transmitting
capabilities and improved user interface characteristics. In April 2010, we received FDA 501(k) clearance for our next generation device, the C5, and anticipate launching C5 in 2011. The CardioNet
Monitoring Center provides analysis and response for all incoming ECG data. Currently, the Company provides all cardiac arrhythmia monitoring services for MCOT at this location. The
Company receives reimbursement for the monitoring services provided to patients from Medicare and other third-party payors. The Company was initially incorporated in California in 1994, and
re-incorporated in Delaware in connection with its initial public offering in March 2008.

3

---



Table of Contents

We
believe that MCOT's continuous heartbeat-by-heartbeat monitoring is a fundamental advancement in arrhythmia monitoring. We believe our system has
the potential to transform an industry that has historically relied on memory-constrained, intermittent digital or tape recorders, such as event and Holter monitors. The drawbacks of these existing
technologies include the failure to provide real-time data, memory constraints, frequent inaccurate diagnoses and an inability to monitor patient compliance and interaction. We believe
these drawbacks lead to suboptimal diagnostic yields, adversely impacting clinical outcomes and health care costs. In a randomized clinical trial, MCOT detected clinically significant
arrhythmias nearly three times as often as traditional loop event monitors in patients who had previously experienced negative or inconclusive Holter monitoring.

CardioNet's
MCOT service incorporates a lightweight patient-worn sensor attached to electrodes that capture two-channel ECG data, measuring
electrical activity of the heart. The device communicates wirelessly with a compact, handheld monitor. The monitor analyzes incoming heartbeat-by-heartbeat information from the
sensor on a real-time basis by applying proprietary algorithms designed to detect arrhythmias. When the monitor detects an arrhythmic event, it automatically transmits the ECG to the
CardioNet Monitoring Center, even in the absence of symptoms noticed by the patient and without patient involvement. At the CardioNet Monitoring Center, which operates 24 hours a day and
7 days per week, experienced certified cardiac monitoring specialists analyze the sent data, respond to urgent events and report results in the manner prescribed by the physician. The
MCOT devices currently store 21 days of ECG data, in contrast to 10 minutes for a typical event monitor. The MCOT device employs two-way wireless
communications, enabling continuous transmission of patient data to the CardioNet Monitoring Center and permitting physicians to remotely adjust monitoring parameters and request previous ECG data
from the memory stored in the monitor.

We
completed a 300-patient randomized clinical trial in March 2007 that found that MCOT provided a significantly higher diagnostic yield compared to traditional
loop event monitoring, including such monitoring designed to automatically detect certain arrhythmias. We are using the clinical evidence from this trial to both drive continued physician adoption of
our solution and attempt to secure contracts with additional commercial payors.

Since
our commercial introduction of MCOT in January 2003, physicians have enrolled over 400,000 patients in our MCOT services. Through December 31,
2010, we marketed our solution in 49 states. We have secured direct contracts with 304 commercial payors as of December 31, 2010, which we estimate that, when combined with our Medicare
participation, represents more than 200 million covered lives.

The
American Medical Association ("AMA") has established reimbursement rates applicable to the Category I CPT code for Mobile Cardiovascular Telemetry. These billing codes allowed
for automated claims adjudication, substantially simplifying the reimbursement process for physicians and payors compared to the previous process. Reimbursement was previously obtained through
non-specific billing codes which require various narratives that, in most cases, involve semi-automated or manual processing, as well as additional review by payors. The
Centers for Medicare and Medicaid Services ("CMS") has established reimbursement rates that cover MCOT. The codes and rates are contained in The Medicare Program Final Rule for the
calendar year 2011.

On
November 2, 2010, CMS published The Medicare Program Final Rule establishing a national rate for the MCOT technology (CPT Code 93229). CMS valued the CPT code at
20.14 relative value units, which was multiplied by an annually determined conversion factor to establish the amounts paid under the physician fee schedule. Using the formula and values currently in
place, the Company's national rate is approximately $739 per service, effective January 1, 2011. This is a decrease of approximately 2% from the Company's current local carrier rate of $754 per
service that was previously

4

---



Table of Contents

established
by Highmark Medicare Services ("HMS"), a contract provider for CMS, effective September 1, 2009.

On
December 21, 2010, the Company completed the acquisition of Biotel Inc., and its wholly owned subsidiaries, Braemar, Inc. and Agility Centralized Research
Services, Inc. The acquisition gives the Company the ability to develop, manufacture, test and market medical devices and related software to medical companies, clinics and hospitals.
Additionally, the acquisition gives the Company access to established customer relationships, entry into the clinical trial service business and the ability to diversify its product and service
offerings. Prior to the acquisition, Biotel Inc. common stock was traded on the Over the Counter Bulletin Board under the symbol BTEL.OB. For more information about the Company's acquisition of
Biotel Inc., see Note 3 to our consolidated financial statements.

We
believe that our integrated patient monitoring platform can be utilized for future applications in multiple markets beyond arrhythmia monitoring. We believe that we have growth
opportunities in clinical trial monitoring, where we can leverage our FDA-cleared algorithms for uses such as specific cardiac data required in clinical trials, and in comprehensive
disease management for congestive heart failure, diabetes and other diseases. We believe that our technology could also be used to create "instant telemetry beds" in hospitals, particularly in rural
hospitals, step-down units or skilled nursing facilities, to help cope with acute nursing shortages by reducing the number of nurses needed to oversee ECG monitoring. In addition, the
significant capital equipment costs associated with in-facility based cardiac telemetry (continuously attended ECG monitoring) could be avoided through the use of MCOT.

Industry Overview



A cardiac arrhythmia is categorized as a temporary or sustained abnormal heart rhythm that is caused by a disturbance in the electrical
signals in the chambers of the heart. Proper transmission of electrical signals to the heart is necessary to ensure effective heart function. There are two main categories of arrhythmia: tachycardia,
meaning too fast a heartbeat; and bradycardia, meaning too slow a heartbeat.

Arrhythmias
affect more than four million people in the United States. According to the American Heart Association, arrhythmias result in more than 780,000 hospitalizations and
contribute to approximately 480,000 deaths each year. A number of factors can contribute to arrhythmias including cardiovascular disease, high blood pressure, diabetes, smoking, excessive consumption
of alcohol or caffeine, illicit drug abuse or stress. An arrhythmia may be a symptom of serious cardiovascular disease and, if left undiagnosed and untreated, can lead to stroke, other serious
complications or even death. Examples of arrhythmias and their consequences include:



5

---



Table of Contents



The
ability to diagnose or rule out an arrhythmia as a symptom of a cardiac condition is important both to treat those patients with serious cardiovascular diseases as well as to
identify those patients that may not require further medical attention.



Arrhythmias may be diagnosed either in a physician's office or other health care facility or remotely by monitoring a patient's heart
rhythm. Typically, physicians will initially administer a resting ECG that monitors the electrical impulses in a patient's heart. If a physician determines that a patient needs to be monitored for a
longer period of time to produce a diagnosis, the physician will typically prescribe an ambulatory cardiac monitoring device, such as a Holter monitor or an event monitor.

Some
physicians own their own ambulatory cardiac monitoring devices and provide ambulatory monitoring services directly to their patients, while other physicians outsource the services
to third party providers. In the wake of increasing legal and compliance requirements surrounding ambulatory cardiac monitoring, including a 2003 Medicare decision requiring 24 hour per day
monitoring stations, the increasing trend is for physicians and hospitals to outsource their monitoring needs to third party providers.

If
either the Holter monitor or event monitor are negative or inconclusive and the physician still suspects an arrhythmia as the cause of the symptom, the physician may decide to
prescribe additional, more expensive testing or hospitalize the patient in a telemetry unit (continuously attended ECG monitoring). In-hospital telemetry is expensive and therefore is only
utilized selectively
and for short time periods, and the monitored data is often not reflective of real-life cardiac activity.



A Holter monitor, first used in 1961, is an ambulatory cardiac monitoring device that is generally worn by a patient for a
one-day or, in rare instances, two-day period in order to record continuous ECG data. After the one- or two-day period, the magnetic or digital storage,
or other medium containing the data recorded by this device, is delivered by hand, mail or internet for processing and analysis by the physician or a third party service provider. Despite the advent
of newer technologies, Holter monitoring continues to be used today for patients whose suspected arrhythmia is believed to occur many times during the course of a day, in which case a Holter is often
effective or adequate. However, for a patient that has an unpredictable or intermittent arrhythmia, a Holter may not provide clinically useful information due to the insufficient duration of the
monitoring period. In addition, as a result of the typical one- to three-day reporting delay and the lack of real-time physician notification, patients may not
receive timely diagnosis of their condition. Any artifact, or noise, in the data will not be discovered until the test is analyzed. A 2005 Frost & Sullivan study reported that Holters have been
found to be effective in diagnosing arrhythmias only 10% of the time.



Beginning in the 1980s, a new category of ambulatory cardiac monitoring devices called event monitors emerged, with the most common
type referred to as manual-trigger loop event monitors. An event monitor records several minutes of ECG activity at a time and then begins overwriting the memory, a process referred to as memory loop
recording. The memory loop event monitor continuously records and stores the previous 60 seconds of ECG signal in internal loop memory. When

6

---



Table of Contents

a
patient becomes symptomatic, he or she activates the monitor by pressing the record button which stores the 60 seconds of existing loop memory and an additional 30 seconds of ECG signal following
patient activation. The stored data is considered one cardiac event and provides physicians a snapshot of the ECG signal recorded immediately before and during a patient's symptoms.
Non-loop event monitors are kept with the patient at all times. When a patient experiences symptoms, non-loop event monitors will typically record and store 30 seconds of ECG
signal immediately following activation and placement in direct contact with the patient's chest. Event monitors have limited memory, usually less than 10 minutes, and can generally
store data concerning between one and six cardiac events. The patient must transmit the event data to the monitoring center, typically by phone, and then erase the memory. To the extent that the
patient does not call in and transmit data concerning an event, the device will become unable to store future event data once the device event storage is full.

Event
monitors offer certain advantages over Holter monitors given that they are worn over a period of up to 30 days, instead of the one- to two-day
period. However, event monitors have significant shortcomings. Manual-trigger loop event monitors capture only cardiac events associated with symptoms detectable by the patient and not asymptomatic
cardiac events. In our experience, only 15% to 20% of clinically significant cardiac events are symptomatic, meaning that the patient can feel them as they occur. Other drawbacks of manual-trigger
loop event monitors include the limited data storage, the lack of trend data, and poor patient compliance relating to the requirement that the patient must both trigger and transmit events.

A
new type of event monitoring device was introduced in 1999 called the auto-detect loop event monitor. The auto-detect loop event monitor also records using a
very short memory loop and event storage capability, capturing several minutes of heart activity at a time before starting over, but incorporates basic algorithms that look at fast, slow or irregular
heart rates and, in some instances, pauses to automatically detect certain asymptomatic arrhythmias. Similar to manual-trigger loop event monitors, the auto-detect loop event monitor
requires the patient to call in and transmit the event by reaching the physician or a technician at a physician's office or a monitoring center and holding the cardiac event monitor up to a telephone
to transmit the event data. The latest development in auto-detect loop event monitoring is referred to as auto-detect/auto-send.
Auto-detect/auto-send loop event monitors have the ability to send captured event data to a monitoring center via cell phone, instead of requiring patients to manually transmit
event data. Patients do not have the ability to correlate symptoms to the event via the monitor and are required to carry a diary and make contact with the monitoring center to report symptoms. These
monitors still continue to suffer from limited data storage and limited algorithm capabilities. To our knowledge, randomized prospective peer reviewed clinical trials have not yet been conducted to
demonstrate any improvement in diagnostic yield between the standard loop monitors and the newer auto-trigger or auto-trigger/auto-send monitors.



Despite major advances in cardiology with new therapeutic drugs, such as beta blockers and statins, and new therapeutic devices and
procedures over the last several decades, there have been few advances in ambulatory monitoring. We believe that there is a significant opportunity for new arrhythmia monitoring solutions that exploit
the convergence of wireless, low power microelectronic and software technologies to address the shortcomings of traditional Holter and event monitors. We believe that existing technologies have
drawbacks including inability to detect asymptomatic events, failure to provide real-time data, memory constraints, frequent inaccurate diagnoses and an inability to monitor patient
compliance and interaction. These drawbacks often lead to suboptimal diagnostic yields, adversely impacting clinical outcomes and health care costs.

7

---



Table of Contents

MCOT Solution

We have developed an ambulatory, continuous and real-time arrhythmia monitoring solution that we believe represents a
significant advancement over event and Holter monitoring. CardioNet's MCOT service incorporates a patient-worn sensor attached to leads that captures ECG data and communicates
wirelessly with a compact monitor that analyzes incoming information by applying proprietary algorithms designed to detect arrhythmias and eliminate data noise. When the monitor detects an arrhythmic
event, it automatically transmits the ECG data to the CardioNet Monitoring Center, where experienced certified cardiac monitoring specialists analyze the sent data, respond to urgent events and report
results in the manner prescribed by the physician. The MCOT monitor, on average, is worn by the patient for a period of approximately 14 days. The C3 generation MCOT
device was released in December 2007, and includes a variety of product enhancements over previous generations of CardioNet monitoring devices. Some of these enhancements include the
following:



MCOT
results in a high diagnostic yield of clinically significant arrhythmias, allowing for real-time detection and analysis as well as timely intervention and
treatment. In a randomized 300-patient clinical study, MCOT detected clinically
significant arrhythmias nearly three times as often as traditional loop event monitors in patients who have previously experienced negative or non-diagnostic Holter monitoring.

We
believe that MCOT offers the following advantages to physicians, payors and patients:



8

---



Table of Contents



In
addition to MCOT, we offer event and Holter monitoring services, positioning us as a "one-stop shop" for arrhythmia monitoring solutions. We provide
cardiologists and electrophysiologists who prefer to use a single source of arrhythmia monitoring services with a full spectrum of solutions, ranging from our differentiated MCOT services
to event and Holter monitoring.

Monitoring with MCOT



A physician prescribing MCOT for his patient completes an enrollment form that describes the length of time during which
the patient should be monitored, together with patient-specific monitoring thresholds and response parameters. Once the patient has been enrolled, a CardioNet representative contacts the patient to
coordinate delivery and schedule a telephonic patient-education session on the use of the MCOT device.



A lightweight sensor (worn as a pendant or on a belt clip) attached to leads records two channels of ECG. The sensor constantly
communicates wirelessly with the monitor, a compact handheld unit which can be tucked into a pocket or purse. The monitor analyzes incoming information from the sensor on a real-time basis
by applying proprietary algorithms designed to detect arrhythmias.

9

---



Table of Contents

When the monitor detects an arrhythmic event (defined by the values prescribed by the patient's physician), it transmits the ECG to the CardioNet Monitoring
Center, even in the absence of symptoms noticed by the patient and without patient interaction. In instances when patients experience a symptom, they select their symptom and the contemporaneous
activity level through the monitor's touch screen. Once completed, the monitor automatically transmits the event to the CardioNet Monitoring Center for review. When at home, the patient can place the
monitor in a base station, which allows recharging and enables automated data transmission through the standard telephone line in the patient's home. Our monitors store 21 days of ECG data.

The
monitor allows two-way wireless communications, enabling the CardioNet Monitoring Center to adjust device parameters, "check in" on the patient and pull previous ECG
data, over standard telephone lines and through cellular coverage. Most other ambulatory devices on the market, such as most event monitors, only support one-way transmissions.



At the CardioNet Monitoring Center in Conshohocken, PA, an Independent Diagnostic Testing Facility (IDTF) certified by Medicare,
experienced certified cardiac
monitoring specialists analyze the sent data, respond to urgent events and report results in the manner prescribed by the physician and monitor patient compliance. The CardioNet Monitoring Center
operates 24 hours a day, 7 days per week. The data transmission is accomplished through (i) a wireless cell phone modem in the monitor or (ii) through the telephone line
modem in the base station.



When prescribing MCOT, physicians will pre-prescribe the criteria for when they wish to be notified by the
Monitoring Center regarding a significant arrhythmic event. The notification is based on the patient's ECG and symptoms and can occur any time, 24 hours a day, 7 days a week. Physicians
can review the data in the media they prefer, choosing from fax or internet. Reports have been designed to allow rapid review of results, graphing related data and trends. The following is a summary
of the types of reports we provide:



10

---



Table of Contents



Other Arrhythmia Monitoring Services

In addition to MCOT, we offer event, Holter and pacemaker monitoring services.



The event monitor is a small portable ECG recorder about the size of a pager designed to record and store up to 540 seconds of ECG
signal. Event monitors are placed on the patient in the physician's office and worn typically for 30 days. Our event monitoring services provides physicians with the flexibility to prescribe
both memory loop event monitors and non-loop event monitors. In 2010, over 90% of our event monitors prescribed by physicians were memory loop event monitors. The memory loop event monitor
has two to four leads that are attached to electrodes, which are placed on the patient's chest. The memory loop event monitor continuously records and stores the previous 60 seconds of ECG signal in
internal loop memory. When a patient becomes symptomatic, he or she activates the monitor by pressing the record button which stores the 60 seconds of existing loop memory and an additional 30 seconds
of ECG signal following patient activation. The stored data is considered one cardiac event and provides physicians a snapshot of the ECG signal recorded immediately before and during a patient's
symptoms. Some of our memory loop event monitors have an internal algorithm that can automatically activate the monitor based on rate thresholds and irregular rhythms. Our non-loop event
monitors are kept with the patient at all times. When a patient experiences symptoms, our non-loop event monitors will typically record and store 30 seconds of ECG signal immediately
following activation and placement in direct contact with the patient's chest. Our event monitors have a capacity to store one to six cardiac events before the patient must transmit the data
telephonically to one of two event monitoring centers where our trained cardiac technicians analyze the data, generate a report of the findings and return the results back to the physician. The
physician then interprets the results and determines the next step for the patient. Once transmitted, the internal memory in the monitor is erased and the patient can resume activating the monitor to
record further cardiac events. Our two event monitoring centers are distinct from the CardioNet Monitoring Center. We provided event monitoring services to approximately 59,655 patients in 2010.



The Holter monitor is a small portable ECG recorder designed to record a continuous ECG signal for one to, in rare instances, two days.
The Holter monitor has five to seven leads that are attached to electrodes, which are typically placed on the patient in the physician's office.
Patients are instructed to wear the monitor continuously while they go about normal daily routine, including sleeping. During the monitoring period, the Holter monitor stores an image of the
electrical impulses of every heartbeat or irregularity in either digital format on an internal compact flashcard or in analog format on a standard cassette tape located inside the monitor.
Approximately 5% of our Holters are analog tape and the remaining 95% use digital flashcard technology. At the conclusion of the monitoring period, the patient returns to the physician office to have
the monitor disconnected. After the patient returns home, the stored data is mailed or sent electronically through a secure web transfer to our Holter lab where our trained cardiac technicians analyze
the data, generate a report of the findings and return the results back to the physician. The physician then interprets the results and determines the next step for the patient. Our Holter lab is
distinct from the CardioNet Monitoring Center. We provided Holter monitoring services to approximately 56,583 patients in 2010.

11

---



Table of Contents



Following the implantation of a pacemaker, certain physicians refer patients to us for periodic monitoring and evaluation of the device
based on a pre-determined frequency set by the referring physician. The patient is provided a transmitter device that we use to telephonically transmit data to monitor the life and
function of the pacemakers. For the year ended December 31, 2010, we performed approximately 15,346 pacemaker tests.

CardioNet Patient Monitoring Platform

MCOT is a patient monitoring platform that we believe can be leveraged for applications in multiple markets. We designed
MCOT to connect sensors and analysis devices on the patient's body (which could include ECG, weight, blood pressure, glucose and others) to a monitoring center through the use of a
wireless data transmission network. Our advanced technology allows the patient system to be housed in a small, portable, non-invasive package that requires limited patient involvement and
compliance. The extended monitoring period and portability of MCOT enables the capture and analysis of real-life patient activity through sophisticated patient information
management systems and the transmission of such data.

We
have made a significant investment in infrastructure and technology over an eight year period. We have raised over $250 million in capital and spent ten years developing and
deploying a proprietary integrated patient monitoring platform that incorporates a wireless data transmission network, internally developed software, FDA-cleared algorithms and medical
devices, and a 24-hour digital monitoring service center. Our investment includes designing and implementing an integrated technology and service network, establishing sophisticated data
services architecture in conjunction with our data partner nPhase, creating a dedicated central monitoring service center, and internally developing advanced algorithms which sense, analyze and
process data.



We received FDA 510(k) clearance for our next generation platform ("C5") in April 2010. The Company expects to release its C5
generation device in 2011. The C5 features several technology enhancements including:



The
Company expects to achieve manufacturing cost savings with the C5 versus the C3 generation devices.



MCOT makes use of multiple communication networks to transmit ECG data to the technicians in the CardioNet Monitoring
Center in real time. When an event meeting pre-prescribed physician notification criteria is detected by our monitor, the monitor transmits data to the CardioNet Monitoring Center over a
telephone line connected to the base. The monitor transmits data to the base wirelessly within the proximity range of the base, or wirelessly over a cellular data network if the monitor is being used
outside the proximity range of the base. Pursuant to our agreement with nPhase,

12

---



Table of Contents

all
data is sent from the monitor directly to nPhase. nPhase has both a primary and backup data center for high availability. nPhase immediately forwards the transmission to our CardioNet Monitoring
Center. The CardioNet Monitoring Center is equipped with primary and backup data centers that are fully integrated with nPhase's primary and backup data centers so that data can be easily routed
through a number of paths in the event of an emergency. When data is received by the CardioNet Monitoring Center, it is processed by our technicians in order of severity and time received. We have
agreed with nPhase that they will be our exclusive provider of monitoring and communication services through the expiration of the agreement in September 2013 and automatically renews for successive
periods for one year each, unless terminated by either party with at least 90 days advance notice to the other party. nPhase may terminate the agreement if certain conditions occur, including
if we fail to maintain an agreed upon number of active cardiac monitoring devices on the nPhase network or in the event that we begin to utilize the services of a provider of monitoring and
communication services other than nPhase. Pursuant to the agreement, we are required to indemnify nPhase for all claims resulting from the provision of our services.



We have developed a proprietary software platform which is at the core of MCOT. In the last eight years, we have had more
than 70 software releases. Key software includes:



13

---



Table of Contents



Clinical Development

For the years ended December 31, 2010, 2009 and 2008, we spent $4.9 million, $5.8 million and $4.0 million,
respectively, on research and development expenses. We intend to continue to develop proof of superiority of our technology through clinical data. The three primary sources of clinical data that we
have used to date to illustrate the clinical value of MCOT include: (1) a randomized 300-patient clinical study; (2) our cumulative actual monitoring experience
from our databases; and (3) other published studies.



We completed a 17 center, 300-patient randomized clinical trial in March 2007 that was CardioNet sponsored. We believe this
study represents the largest randomized study comparing two noninvasive arrhythmia monitoring methods.

The
study was designed to evaluate patients who were suspected to have an arrhythmic cause underlying their symptoms, but who were a diagnostic challenge given that they had already had
a non-diagnostic 24-hour Holter monitoring session or four hours of telemetry within 45 days prior to enrollment. Patients were randomized to either MCOT or
to a loop event monitor for up to 30 days. Of the 300 patients who were randomized, 266 patients who completed a minimum of 25 days of monitoring were analyzed (134 patients using
MCOT and 132 patients using loop event monitors).

Inclusion
criteria included a high clinical suspicion of a malignant arrhythmia and symptoms of syncope, pre-syncope or severe palpitations occurring less frequently than
once per 24 hours. Exclusion criteria included severe heart failure (as denoted by New York Heart Association Class IV), myocardial infarction (heart attack) within the prior three
months, candidacy for or recent heart valve surgery, and a history of certain sustained tachycardias called ventricular tachycardia or ventricular fibrillation.

The
primary endpoint was the confirmation or exclusion of a probable arrhythmic cause of the patient's symptoms, defined as "diagnosis." Study investigators classified any arrhythmias
during the monitoring period as being either "clinically significant" or "clinically insignificant." "Confirmation" was based on investigators' assessment of the likelihood that a clinically
significant arrhythmia caused the patient's presenting symptoms. "Exclusion" of a probable arrhythmic cause was determined if any reported symptoms were not associated with an arrhythmia. Monitoring
was considered "non-diagnostic," or non-conclusive, if patients remained asymptomatic during the monitoring period with either no arrhythmia or only a clinically insignificant
arrhythmia document. The study concluded that the primary endpoint was met.

Eric
Prystowsky, a member of our board of directors, is the chief editor of theJournal of Cardiovascular Electrophysiologyin which the
study was published. Dr. Prystowsky recused himself from the journal's review of the study and a guest editor was chosen who selected the reviewers and oversaw the entire review process, which
was blinded to Dr. Prystowsky.

14

---



Table of Contents

The
following chart depicts data from the trial, indicating that MCOT is nearly three times more successful in detecting clinically significant arrhythmias in patients than
loop event monitors:

GRAPHIC

In
a subgroup of patients experiencing syncope and/or pre-syncope, MCOT was over three times more effective than loop event monitors in diagnosing clinically
significant arrhythmias, as demonstrated in the following chart:

GRAPHIC

The
study specifically compared the success of MCOT against loop event monitors in detecting patients afflicted with atrial fibrillation because of the prevalence of
asymptomatic episodes that occur in cases of atrial fibrillation and the difficulty of diagnosis. Diagnosis and treatment of atrial fibrillation is important because it can lead to many other medical
problems, including stroke.

15

---



Table of Contents

The
following chart depicts data from the trial indicating that MCOT demonstrated greater success in detecting atrial fibrillation than loop event monitors, especially in
patients who were experiencing asymptomatic atrial fibrillation.

GRAPHIC

The
following chart depicts data from the trial indicating the success of MCOT compared to loop event monitors in diagnosing atrial fibrillation in patients experiencing
syncope and/or pre-syncope and who also experience asymptomatic episodes of atrial fibrillation:

GRAPHIC



In January 2005, we completed a study of the first 100 patients who used CardioNet's MCOT service. 51% of such patients
were diagnosed with clinically significant arrhythmias. 53% of patients who had previously been tested without successful diagnosis using Holter or event monitors were diagnosed with clinically
significant arrhythmias by MCOT. 34% of patients experienced a change of management by their physician as a result of their diagnosis using MCOT. Of those, 15% were implanted
with pacemakers, 6% were implanted with cardioverter- defibrillators and 12% were prescribed ablations.

16

---



Table of Contents



MCOT has been cited and referenced in a total of 32 publications and abstracts, including the aforementioned
300-patient randomized clinical trial. Additional references and citations include:





17

---



Table of Contents



Business Strategy

Our goal is to expand our position as the leading provider of ambulatory, continuous and real-time outpatient monitoring
services by establishing our proprietary integrated technology and service offering as the standard of care for multiple health care markets. The key elements of the business strategy by which we
intend to achieve these goals include:



18

---



Table of Contents



Sales and Marketing

We market our arrhythmia monitoring solutions, including MCOT, primarily to cardiologists and electrophysiologists, who
are the physician specialists who most commonly diagnose and manage patients with arrhythmias. During 2010, we received approximately 35% of our revenue from Medicare. While we expect a significant
portion of our revenue to continue to be derived from Medicare going forward, we are focused on expanding our commercial customer base.

We
attend trade shows and medical conferences for organizations such as the Heart Rhythm Society, American College of Cardiology (ACC), Society of Thoracic Surgeons and the Southern
Thoracic Surgical Association, as well as numerous regional ACC chapter events, and the annual Boston Atrial Fibrillation Conference to promote MCOT and to meet medical professionals with
an interest in performing research and reporting their results in peer-reviewed medical journals and at major medical conferences. We also sponsor peer-to-peer
educational opportunities and participate in targeted public relations opportunities.

Reimbursement



For the years ended December 31, 2010, 2009, and 2008, arrhythmia monitoring with MCOT involved reimbursement for
services as follows:



19

---



Table of Contents



We
completed a 300-patient randomized clinical trial that found that MCOT provided a significantly higher diagnostic yield compared to traditional loop event
monitoring, including technology incorporating a feature designed to automatically detect certain arrhythmias. We are using the clinical evidence from this trial to both drive continued physician
adoption of our solution and attempt to secure contracts with additional commercial payors.



Our other arrhythmia monitoring services, including event, Holter and pacemaker monitoring services, are reimbursed by commercial
payors and government programs including Medicare. We also have direct arrangements with physicians who purchase our services and then submit claims for them directly to commercial and government
payors. In some cases, patients may pay out-of-pocket on a fee for service basis. Generally our other arrhythmia monitoring services are billed using specific codes describing
those services. Those codes are part of the CPT coding system which was established by the American Medical Association to describe services provided by physicians and other suppliers. The rate at
which we are reimbursed by commercial payors and physicians (in those cases where physicians purchase our services) for our event, Holter and pacemaker monitoring services are negotiated between the
Company and the individual commercial payor or physician. Medicare pays for our services through the Physician Fee Schedule. These reimbursement rates are determined annually by CMS and are made
available to the public through publication in the Federal Register and the CMS website. Reimbursement made by physicians for purchased services is made at fair market value. The determination of fair
market value is subject to interpretation under federal and state anti-kickback laws. At this time, we are not
aware of any government challenge or investigations involving our arrangements with its physician customers.

Competition

Although we believe that we have a leading market share in the mobile cardiac arrhythmia monitoring industry, the market in which we
operate is fragmented and characterized by a large number of smaller regional service providers. We believe that the principal competitive factors that impact the success of our cardiac monitoring
solutions include some or all of the following:



20

---



Table of Contents



We
believe that we compete favorably based on the factors described above. However, our industry is evolving rapidly and is becoming increasingly competitive and the basis on which we
compete may change over time. In addition, as companies with substantially greater resources than ours enter our market, we will face increased competition.

Intellectual Property

To protect our proprietary rights, we rely on a combination of trademark, copyright, patent, trade secret and other intellectual
property laws, employment, confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements and protective contractual provisions with our
partners and other third parties.

Patents.As of February 14, 2011, we had 17 issued U.S. patents and 22 issued foreign patents relating to functionality of
individual
components of our MCOT device, operation of the total monitoring system, communication methodologies, control of data in the system, algorithms for ECG detection and analysis, and
monitoring methods. We are in the process of applying for additional patents relating to various aspects of our technology, including our proprietary ECG detection algorithm. As of February 14,
2011, we had 44 U.S., foreign and international patent applications on file relating to various aspects of our technology.

Trademarks and Copyrights.As of February 14, 2011, we had 9 trademark registrations and one pending trademark application in the
United
States for a variety of word marks and slogans. Our trademarks are an integral part of our business and include, among others, the registered trademark CardioNet®, and the unregistered
trademarks Mobile Cardiac Outpatient Telemetry and MCOT. We also have a significant amount of copyright-protected materials, including among other things, software textual
material.

In
addition, we also seek to maintain certain intellectual property and proprietary know-how as trade secrets, and generally require our partners to execute
non-disclosure agreements prior to any substantive discussions or disclosures of our technology or business plans. Our business and competitive positions are dependent in part upon our
ability to protect our proprietary technology and our ability to avoid infringing the patents or proprietary rights of others.

Government Regulation

The health care industry is highly regulated, and there can be no guarantee that the regulatory environment in which we operate will
not change significantly and adversely to us in the future. We believe that health care legislation, rules, regulations and interpretations will change, and we expect to modify our agreements and
operations from time to time in response to changes in the health care regulatory environment.

U.S. Food and Drug Administration.The monitors and sensors that comprise part of the MCOT service are regulated by the FDA as a
medical
device under the Federal Food, Drug, and Cosmetic Act. The basic regulatory requirements that manufacturers of medical devices distributed in the U.S. must comply with are:



21

---



Table of Contents



Medical
devices are classified into Class I, II, and III. Regulatory control increases from Class I to Class III. The device classification regulation defines the
regulatory requirements for a general device type. Most Class I devices are exempt from 510(k) requirements. Most Class II devices, including the monitors and sensors used in our
MCOT service, require 510(k) clearance from the FDA to be marketed in the U.S. A 510(k) submission must demonstrate that the device is substantially equivalent to a device legally in
commercial distribution in the United States: (1) before May 28, 1976; or (2) to a device that has been determined by the FDA to be substantially equivalent. In some instances,
data from human clinical trials must also be submitted in support of a 510(k) submission. If so, this data must be collected in a manner that conforms with specific requirements in accordance with
federal regulations. Changes to existing devices covered by a 510(k) which do not significantly affect safety or effectiveness can generally be made without additional 510(k) submissions. Most
Class III devices are high risk devices that pose a significant risk of illness or injury or devices found not substantially equivalent to Class I and II predicate devices through the
510(k) process and require PMA.
The PMA process is more involved and includes the submission of clinical data to support claims made for the device. The PMA is an actual approval of the device by the FDA.

The
algorithms we use in the MCOT service maintain FDA 510(k) clearance as a Class II device. On October 28, 2003, the FDA issued a draft guidance document
entitled: "Class II Special Controls Guidance Document: Arrhythmia Detector and Alarm." In addition to conforming to the general requirements of the Federal Food, Drug, and Cosmetic Act,
including the premarket notification requirements described above, all of our 510(k) submissions address the specific issues covered in this special controls guidance document.

Failure
to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions:



Health Care Fraud and Abuse.In the United States, there are state and federal anti-kickback laws that generally prohibit the payment
or
receipt of kickbacks, bribes or other remuneration in exchange for the referral of patients or other health care-related business. For example, the Federal Healthcare Programs'
Anti-Kickback Law prohibits any person from knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, to induce or reward either the referral
of an individual for an item or service, or the ordering, furnishing or arranging for an item or service, for which payment may be made under federal health care programs, such as the Medicare and
Medicaid programs. Some states have anti-kickback laws which establish similar prohibitions; although these state laws may apply regardless of whether federal health care program payment
is involved. Federal

22

---



Table of Contents

legislation,
such as the Physician Payments Sunshine Act of 2009, also has been proposed that would require disclosure to the federal government of payments to physicians. Anti-kickback
laws constrain our sales, marketing and promotional activities by limiting the kinds of financial arrangements we may have with physicians, medical centers, and others in a position to purchase,
recommend or refer patients for our cardiac monitoring services or other products or services we may develop and commercialize. Due to the breadth of some of these laws, it is possible that some of
our current or future practices might be challenged under one or more of these laws. Furthermore, federal and state false claims laws prohibit anyone from presenting, or causing to be presented,
claims for payment to third party payors that are false or fraudulent. For example, we may be subject to the federal False Claims Act if we knowingly "cause" the filing of false claims for payment by
a federal health care program (including Medicaid and Medicare). Violations may result in substantial civil penalties, including treble damages, and criminal penalties, including imprisonment, fines
and exclusion from participation in federal health care programs. The federal False Claims Act also contains "whistleblower" or "qui tam" provisions that allow private individuals to bring actions on
behalf of the government alleging that the defendant has defrauded the government. Various states have enacted laws modeled after the federal False Claims Act, including "qui tam" provisions, and some
of these laws apply to claims filed with commercial insurers. Any violations of anti-kickback and false claims laws could have a material adverse effect on our business, financial
condition and results of operations.

The Patient Protection and Affordable Care Act.On March 23, 2010, the Patient Protection and Affordable Care Act was signed into
law and on
March 30, 2010, the Health Care and Education Reconciliation Act of 2010 was signed into law. Together, the two measures make the most sweeping and fundamental changes to the United States
health care system since the creation of Medicare and Medicaid. The Health Care Reform laws include a large number of health-related provisions to take effect over the next four years, including
expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, requiring manufacturers to
report payments or other transfers of value made to physicians and teaching hospitals, and modifying certain payment systems to encourage more cost-effective care and a reduction of
inefficiencies and waste, including through new tools to address fraud and abuse.

Health Insurance Portability and Accountability Act of 1996 (HIPAA).The Health Insurance Portability and Accountability Act was enacted
by the
United States Congress in 1996. Numerous state and federal laws govern the collection, dissemination, use and confidentiality of patient and other health information, including the administrative
simplification provisions of HIPAA. Historically, state law has governed confidentiality issues and HIPAA preserves these laws to the extent they are more protective of a patient's privacy or provide
the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations
that may or may not be more stringent or burdensome than the federal HIPAA provisions. HIPAA applies directly to covered entities, which include health plans, health care clearinghouses and many
health care providers. The rules promulgated pursuant to HIPAA include the Standards for Privacy of Individually Identifiable Health Information, for which compliance by most entities was required by
April 16, 2003, Security Standards, for which compliance by most entities was required by April 21, 2005, and the Standards for Electronic Transactions, for which compliance by most
entities was required by October 16, 2003. The privacy rule, security rule, and electronic transactions rule each establish certain standards regarding health information. These rules' standard
concerns are, respectively, the privacy of information when it is used and/or disclosed; confidentiality, integrity and availability of electronic health information; and the content and format of
certain identified electronic health care transactions. The laws governing health care information impose civil and criminal penalties for their violation and can require substantial expenditures of
financial and other resources for information technology system modifications and for implementation of operational compliance.

23

---



Table of Contents

Medicare and Medicaid.Medicare is a federal program administered by the Centers for Medicare and Medicaid Services ("CMS") through
fiscal
intermediaries and carriers. Available to individuals age 65 or over, and certain other individuals, the Medicare program provides, among other things, health care benefits that cover, within
prescribed limits, the major costs of most medically necessary care for such individuals, subject to certain deductibles and co-payments. The Medicare program has established guidelines
for local and national coverage determinations and reimbursement of certain equipment, supplies and services. In general, in order to be reimbursed by Medicare, a health care item or service furnished
to a Medicare beneficiary must be reasonable and necessary for the diagnosis or treatment of an illness or injury, or to improve the functioning of a malformed body part. The methodology for
determining coverage status and the amount of Medicare reimbursement varies based upon, among other factors, the setting in which a Medicare beneficiary received health care items and services. Any
changes in federal legislation, regulations and policy affecting Medicare coverage and reimbursement relative to our cardiac monitoring services could have an adverse effect on our performance.

The
Medicaid program is a cooperative federal/state program that provides medical assistance benefits to qualifying low income and medically needy persons. State participation in
Medicaid is optional, and
each state is given discretion in developing and administering its own Medicaid program, subject to certain federal requirements pertaining to payment levels, eligibility criteria and minimum
categories of services. The coverage, method and level of reimbursement varies from state to state and is subject to each state's budget restraints. Changes to the coverage, method or level of
reimbursement for our services may affect future revenue negatively if reimbursement amounts are decreased or discontinued.

Both
the Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate adjustments, administrative rulings, interpretations of policy,
intermediary determinations, and government funding restrictions, all of which may materially increase or decrease the rate of program payments to health care facilities and other health care
suppliers and practitioners, including those paid for our cardiac monitoring services.

Our
facilities in Pennsylvania and Minnesota are enrolled as IDTFs, which is defined by CMS as an entity independent of a hospital or physician's office in which diagnostic tests are
performed by licensed or certified nonphysician personnel under appropriate physician supervision. Medicare has set certain performance standards that every IDTF must meet in order to obtain or
maintain their billing privileges. Specifically, an IDTF is required to: (i) operate its business in compliance with all applicable federal and state licensure and regulatory requirements for
the health and safety of patients; (ii) provide complete and accurate information on its enrollment application, and report certain changes, within 30 calendar days, to the designated
fee-for-service contractor on the Medicare enrollment application; (iii) maintain a physical facility on an appropriate site, that is not an office box or a commercial
mail box that contains space for equipment appropriate for the services designated on the enrollment application, and both business and current medical records storage within the office setting of the
IDTF; (iv) have all applicable diagnostic testing equipment, with the physical site maintaining a catalog of portable diagnostic testing equipment, including the equipments' serial numbers;
(v) maintain a primary business phone under the name of the designated business, which is located at the designated site of the business, or within the home office of the mobile IDTF units;
(vi) have a comprehensive liability insurance policy of at least $0.3 million per location, covering both the place of business and all customers and employees of the IDTF, and carried
by a non-relative owned company; (vii) agree not to directly solicit patients and to accept only those patients referred for diagnostic testing by an attending physician, who is
furnishing a consultation or treating a beneficiary for a specific medical problem and who uses the results in the management of the beneficiary's specific medical problem; (viii) answer
beneficiaries' questions and respond to their complaints; (ix) openly post the Medicare standards for review by patients and the public; (x) disclose to the government any person having
ownership, financial, or control interest or any other legal interest in the supplier at the

24

---



Table of Contents

time
of enrollment or within 30 days of a change; (xi) have its testing equipment calibrated and maintained per equipment instructions and in compliance with applicable manufacturers
suggested maintenance and calibration standards; (xii) have technical staff on duty with the appropriate credentials to perform tests and produce the applicable federal or state licenses or
certifications of the individuals performing these services; (xiii) have proper medical record storage and be able to retrieve medical records upon request from CMS or its
fee-for-service contractor within two business days; and (xiv) permit CMS, including its agents, or its designated fee-for-service contractors,
to conduct unannounced, on-site inspections to confirm the IDTFs compliance with these standards.

Environmental Regulation.We use materials and products regulated under environmental laws, primarily in manufacturing and the
sterilization
processes. While it is difficult to quantify, we believe the ongoing cost of compliance with environmental protection laws and regulations will not have a material impact on our business, financial
position or results of operations.

Product Liability and Insurance

The design, manufacture and marketing of medical devices and services of the types we produce entail an inherent risk of product
liability claims. In addition, we provide information to health care providers and payors upon which determinations affecting medical care are made, and claims may be made against us resulting from
adverse medical consequences to patients resulting from the information we provide. To protect ourselves from product liability claims, we maintain professional liability and general liability
insurance on a "claims made" basis. Insurance coverage under such policies is contingent upon a policy being in effect when a claim is made, regardless of when the events which caused the claim
occurred. While a product liability claim has never been made against us and we believe our insurance policies are adequate in amount and coverage for our current operations, there can be no assurance
that the coverage maintained by us is sufficient to cover all future claims. In addition, there can be no assurance that we will be able to obtain such insurance on commercially reasonable terms in
the future.

Manufacturing

Our Chester, PA and Phoenix, AZ facilities provide space for our production and in-house depot repair operations, product
upgrading, packaging, storage and shipping. We believe that our manufacturing facilities will be sufficient to meet our manufacturing needs for the foreseeable future. Our previous primary
manufacturing facility located in San Diego, CA is now responsible for specifications and development under FDA guidelines.

Manufacturers
(both domestic and foreign) and initial distributors of medical devices must register their facilities with the FDA. We believe our manufacturing operations are in
compliance with regulations mandated by the FDA. We have been FDA-registered in San Diego since December 2001 and a California licensed medical device manufacturer since March 2002. We are
subject to unannounced inspections by the FDA and we successfully completed a routine audit by the FDA in April 2006 with no significant findings noted or warnings issued. In June 2009, our San Diego
and Chester facilities received ISO 13485:2003 certification, and in July 2009, we registered our Chester facility with the FDA. Additionally, our Phoenix facility received
ISO 13485:2003 certification in July
2010 and became FDA-registered in October 2010. We have successfully transferred all of our manufacturing activities from San Diego to our Chester and Phoenix facilities.

25

---





Table of Contents

Manufacturing of our monitors, sensors and bases is provided by a limited number of electronics manufacturing service providers. We may need to expand our
manufacturing capacity for our MCOT monitors, sensors and bases in the future to meet market demand, and may do so by hiring and training additional skilled employees for our production
group or by working with our service providers on available capacity opportunities such as increases to the personnel assigned to its CardioNet manufacturing team, adding additional manufacturing
lines or expanding to a second and third shift, as necessary. We also believe that there are ample other capable suppliers available should we choose to supplement our current service providers'
capabilities and capacity. Our production group provides system test and product release activities.

There
are a number of critical components and sub-assemblies in the monitors, sensors and bases that compose part of our MCOT service. The vendors for these
materials are qualified through stringent evaluation and testing of their performance. We implement a strict no change policy with our contract manufacturer to ensure that no components are changed
without our approval.

The
Company acquired Biotel Inc. ("Biotel") in December 2010. Biotel's manufacturing subsidiary located in Eagan, MN, Braemar, Inc., is registered with the FDA. The Eagan
facility is also ISO 9001:2008 and ISO 13485:2003 certified. ISO 9001 is the quality system standard used by companies providing design, development, manufacturing, installation
and servicing.

Employees

As of December 31, 2010, we employed 754 full-time employees. We consider our relationship with our employees to be
good.

Seasonality

Our revenues are seasonal, as the volume of prescriptions tends to decline in the summer months due to the more limited use of our
monitoring solutions as physicians and patients vacation.

Corporate Governance and Internet Address

The Company emphasizes the importance of professional business conduct and ethics through its corporate governance initiatives. The
Company's Board of Directors has adopted a code of business conduct and ethics that applies to all employees, directors and officers, including the Company's principal executive officer, principal
financial officer and principal accounting officer. Our corporate governance information and materials, including our Code of Business Conduct and Ethics, are posted on the corporate governance
section of our website atwww.cardionet.com. Our Board regularly reviews corporate governance developments and modifies these materials and practices as
warranted. To the extent we make amendments to or grant waivers from our Code of Business Conduct and Ethics in the future, we intend to disclose the amendments and waivers on the corporate governance
section of our website.

Available Information

We file electronically with the U.S. Securities and Exchange Commission our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934. We make available on our website athttp://www.cardionet.com, free of charge, copies of these reports as soon as reasonably
practicable after we electronically file such material with, or furnish it to the SEC. Further copies of these reports are located at the SEC's Public Reference Room at 100 F Street, NE,
Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website
that contains reports, proxy and information statements, and other information regarding our filings, athttp://www.sec.gov.

26

---



Table of Contents

Item 1A.    Risk Factors

Risks related to our business and industry

We have a history of net losses and future profitability is uncertain.

We incurred net losses from our inception. For the years ending December 31, 2010 and 2009, we realized net losses of
$19.9 million and $20.5 million, respectively. As of December 31, 2010, we had total accumulated deficit of approximately $112.9 million. The losses in 2010 are primarily
associated with the reimbursement reductions we experienced during 2009. Prior to 2009
the losses we experienced resulted from an investment in our infrastructure to support the high level of volume growth.

Although
we have initiated plans to reduce our operating losses and return to profitability, we may continue to incur losses if we are not able to execute our cost reduction initiative
or grow volume. If we do return to profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our business is dependent upon physicians prescribing our services; if we fail to obtain those prescriptions, our revenue could fail to grow and could decrease.

The success of our business is dependent upon physicians prescribing our services. Our success in obtaining prescriptions will be
directly influenced by a number of factors, including:



If
we are unable to educate physicians regarding the benefits of MCOT and obtain sufficient prescriptions for our services, revenue from the provision of our arrhythmia
monitoring solutions could fail to grow and could decrease.

A further reduction in the published Medicare reimbursement rates could negatively impact our business and our operating results.

On November 2, 2010, the Centers for Medicare and Medicaid Services ("CMS") published The Medicare Program Final Rule
establishing a national rate for the MCOT technology (CPT Code 93229). CMS valued the CPT code at 20.14 relative value units. Using the formula and values currently in place, the
Company's national rate is approximately $739 per service, effective January 1, 2011. This is a decrease of approximately 2% from the Company's current local carrier rate of $754 per service
that was previously established by Highmark Medicare Services ("HMS"), effective September 1, 2009. The decrease in the reimbursement rate for our services from the rate in existence prior to
September 1, 2009 has had and will continue to have material adverse effects on our business model and operating results.

The
continued decline in reimbursement rates has had a negative impact on the Company's revenue and operating results, and has presented significant challenges to the Company's current
business model. Several operational initiatives have been implemented, including cost efficiency measures and a continued focus on sales volume growth. Failure to effectively execute the cost

27

---



Table of Contents

efficiency
and other operational and strategic initiatives may have materially adverse consequences on the Company's financial results and viability.

Reductions in the Medicare reimbursement rates applicable to the Company's services may lead to pressure from insurance carriers to reduce our commercial pricing.

After receiving the CPT code in the first quarter of 2009, the Company received pressure from several commercial payors to renegotiate
reimbursement rate contracts. This pressure led to a substantial decline in our average commercial reimbursement rates in the first half of 2009. During the second half of 2009, and throughout the
first half of 2010, commercial reimbursement rates stabilized. The Company experienced a decline in commercial reimbursement rates during the second half of 2010. The Company expects to experience
fluctuations in its average commercial reimbursement rates due to payor mix, as well as contract negotiations for new and existing payors. Overall, we expect commercial payors to transition from
commercial pricing to the national rate of approximately $739 per service over time. A decrease in commercial pricing would adversely affect our financial results.

The Company has significant outstanding accounts receivables; failure to liquidate these receivables may lead to additional bad debt expense being recorded and could have a
materially adverse effect on our operating results.

The Company has implemented several strategic initiatives to collect on outstanding receivable accounts. While the Company has
experienced recent improvement in days' sales outstanding (DSO) and believes that it will realize improvements in collection rates and its DSO in the foreseeable future, there is no guarantee that
collection rates will improve. A failure to liquidate receivables may have a materially adverse impact on our financial results.

We and the physicians with whom we work are dependent upon reimbursement for the fees associated with our services; the absence or inadequacy of reimbursement would cause
our revenue to fail to grow, or could cause our revenue to decrease.

We receive reimbursement for our services from commercial payors and from Medicare Part B carriers where the services are
performed on behalf of CMS. The Medicare Part B carriers in each state change from time to time, which may result in changes to our reimbursement rates, increased administrative burden and
reimbursement delays.

In
addition, our prescribing physicians receive reimbursement for professional interpretation of the information provided by our products and services from commercial payors or Medicare
carriers. The efficacy, safety, performance and cost-effectiveness of our products and services, on a stand-alone basis and relative to competing services, will determine the availability
and level of reimbursement we and our prescribing physicians receive. Our ability to successfully contract with payors is critical to our business because physicians and their patients will select
arrhythmia monitoring solutions other than ours in the event that payors refuse to adequately reimburse our technical fees and physicians' professional fees.

We may experience difficulty in obtaining reimbursement for our services from commercial payors that consider our technology to be experimental and investigational, which
would adversely affect our revenue and operating results.

Many commercial payors refuse to enter into contracts to reimburse the fees associated with medical devices or services that such
payors determine to be "experimental and investigational". Commercial payors typically label medical devices or services as "experimental and investigational" until such devices or services have
demonstrated product superiority evidenced by a randomized clinical trial. We completed a clinical trial in March 2007 that showed that MCOT provided higher diagnostic

28

---



Table of Contents

yield
than traditional loop event monitoring. Prior to our clinical trial, MCOT was labeled "experimental and investigational" by several commercial payors. Since the trial was published
in March 2007 we have obtained contracts with several of these commercial payors that previously labeled us experimental and investigational. We have not obtained contracts with certain remaining
commercial payors, however, and these payors have informed us that they do not believe the data from this trial justifies the removal of the experimental designation. As a result, these commercial
payors may refuse to reimburse the technical and professional fees associated with MCOT.

Administration
of the claims process for the many commercial payors is complex. As a result, we sometimes bill payors for services for which we have no reimbursement contract. These
payors may require that we return any funds that they pay in respect to these claims.

The
American Medical Association ("AMA") established reimbursement rates applicable to the Category I CPT code for Mobile Cardiovascular Telemetry. These billing codes allowed for
automated claims adjudication, substantially simplifying the reimbursement process for physicians and payors compared to the previous process. Reimbursement was previously obtained through
non-specific billing codes which require various narratives that, in most cases, involve semi-automated or manual processing, as well as additional review by payors. CMS has
established reimbursement rates that cover MCOT. The codes and rates are contained in The Medicare Program Final Rule for the calendar year 2011.

If
commercial payors or Medicare decide not to reimburse our services or the related services provided by physicians, or the rates of such reimbursement change, or if we fail to properly
administer claims, our revenue could fail to grow and could decrease.

Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations, could decrease our revenue and may subject us to
penalties or have an adverse impact on our business.

We received approximately 35% of our revenue as reimbursement from Medicare in 2010. The Medicare program is administered by CMS, which
imposes extensive and detailed requirements on medical services providers, including, but not limited to, rules that govern how we structure our relationships with physicians, how and when we submit
reimbursement claims, how we operate our monitoring facilities and how and where we provide our arrhythmia monitoring solutions. Our failure to comply with applicable Medicare rules could result in
discontinuing our reimbursement under the Medicare payment program, our being required to return funds already paid to us, civil monetary penalties, criminal penalties and/or exclusion from the
Medicare program.

In
addition, reimbursement from Medicare is subject to statutory and regulatory changes, local and national coverage decisions, rate adjustments and administrative rulings, all of which
could materially affect the range of services covered or the reimbursement rates paid by Medicare for use of our arrhythmia monitoring solutions. For example, on July 10, 2009, HMS announced a
reduction in the Medicare reimbursement rate for our MCOT services to $754 per service, a reduction of approximately 33%. This new rate went into effect on September 1, 2009. The
decline in reimbursement rate has had a negative impact on the Company's revenue and operating results, and has presented significant challenges to the viability of the Company's current business
model.

On
November 2, 2010, CMS published The Medicare Program Final Rule establishing a national rate for the MCOT technology (CPT Code 93229). CMS valued the CPT code at
20.14 relative value units, which was multiplied by an annually determined conversion factor to establish the amounts paid under the physician fee schedule. Using the formula and values currently in
place, the Company's national rate is approximately $739 per service, effective January 1, 2011. This is a decrease of approximately 2% from the Company's current local carrier rate of $754 per
service that was previously established by Highmark Medicare Services ("HMS"), a contract provider for CMS, effective

29

---



Table of Contents

September 1,
2009. If the formula or values used to determine the physician fee schedule for the MCOT technology (CPT Code 93229) is reduced, the Company's results of operations
will be negatively impacted.

CMS
increased the rate of reimbursement for event services by 7%, beginning in 2011, as compared to the corresponding rate in effect in effect in 2010. This increase brought the rate or
reimbursement for event services back to 2009 levels. The Holter reimbursement rate for 2011 is consistent with 2010. CMS reduced the rate of reimbursement for event services by 7%, and Holter
services by 16%, for 2010 as compared to the corresponding rates in effect in 2009. Event and Holter reimbursement rates for 2009 and 2008 were consistent with 2007.

In
addition, we cannot predict whether future modifications to Medicare's reimbursement policies could reduce or eliminate the amounts we receive from Medicare for the solutions we
provide. In addition, Medicare's reimbursement rates can affect the rate that commercial payors are willing to pay for our products and services. Consequently, any future elimination, limitation or
reduction in the reimbursement rates provided by Medicare for our arrhythmia monitoring solutions could result in a reduction in the rates we receive from commercial payors.

The national reimbursement rate set by CMS for our mobile cardiovascular telemetry service is subject to continuing change and any reductions in reimbursement levels would
decrease our revenues and adversely affect our results of operations and financial condition.

Reimbursement to healthcare providers, including the Company, is subject to continuing change in policies by CMS. Reimbursement from
governmental payors is subject to statutory and regulatory changes, retroactive rate adjustments and administrative rulings and other policy changes, all of which could materially decrease the range
of services for which we are reimbursed or the reimbursement rates we are paid. Reimbursement under the Medicare program for our services is subject to the physician fee schedule. The fee schedule is
typically updated annually.

The
amounts paid under the physician fee schedule are based on geographically adjusted relative value units, or RVUs, for each procedure or service, adjusted by a budget neutrality
adjustor, and multiplied by an annually determined conversion factor. Historically, the formula used to calculate the fee schedule conversion factor resulted, or would have resulted, in significant
decreases in payment levels. However, in every year from 2004 through 2009, the Congress has intervened multiple times to freeze or increase the conversion factor.

On
November 2, 2010, CMS published The Medicare Program Final Rule establishing a national rate for the MCOT technology (CPT Code 93229). CMS valued the CPT code at
20.14 relative value units, which was multiplied by an annually determined conversion factor to establish the amounts paid under the physician fee schedule. Using the formula and values currently in
place, the Company's national rate is approximately $739 per service, effective January 1, 2011. This is a decrease of approximately 2% from the Company's current local carrier rate of $754 per
service that was previously established by Highmark Medicare Services ("HMS"), a contract provider for CMS, effective September 1, 2009. If the formula or values used to determine the physician
fee schedule for the MCOT technology (CPT Code 93229) is reduced, the Company's results of operations will be negatively impacted.

A reduction in sales of our services or a loss of one or more of our key commercial payors would adversely affect our business and operating results.

A small number of commercial payors represent a significant percentage of our revenue. In the year ended December 31, 2010, our
top 10 commercial payors by revenue accounted for approximately 62% of our total revenue. Our agreements with these commercial payors typically allow either party to the contract to terminate the
contract by providing between 60 and 120 days prior written notice to the

30

---



Table of Contents

other
party at any time following the end of the initial term of the contract. Our commercial payors may elect to terminate or not to renew their contracts with us for any reason and, in some
instances can unilaterally change the reimbursement rates they pay. In the event any of our key commercial payors terminate their agreements with us, elect not to renew their agreements with us or
enter into new agreements with us upon expiration of their current agreements on terms not as favorable as are currently provided, our business, operating results and prospects would be adversely
affected.

Consolidation of commercial payors could result in payors eliminating coverage of MCOT services or reduced reimbursement rates for MCOT.

The commercial payor industry is undergoing significant consolidation. When payors combine their operations, the combined company may
elect to reimburse MCOT services at the lowest rate paid by any of the participants in the consolidation. If one of the payors participating in the consolidation does not reimburse for
MCOT at all, the combined company may elect not to reimburse for MCOT. Our reimbursement rates tend to be lower for larger payors. As a result, as payors consolidate, our
average reimbursement rate may decline.

Several lawsuits have been brought against us and the outcome of these lawsuits is uncertain.

One lawsuit has been brought against us that allege, among other things, that we issued various materially false and misleading
statements relating to the Company's projected performance that had the effect of artificially inflating the market price of our securities. We intend to vigorously defend ourselves against this
lawsuit; however, no assurance can be given as to the outcome of the lawsuit. In addition, other lawsuits may be brought against us. We may be required to defend such lawsuits, thus incurring expenses
which we may not be able to bear, or which we may not be successful in defending.

Our acquisition of other companies or technologies in the future could prove difficult to integrate and may disrupt our business and harm our operating results and
prospects.

Acquisitions in which we may engage in the future, involve risks associated with our assumption of the liabilities of an acquired
company, which may be liabilities that we were or are unaware of at the time of the acquisition, potential write-offs of acquired assets and potential loss of the acquired company's key
employees or customers.

We
may encounter difficulties in successfully integrating our operations, technologies, services and personnel with that of the acquired company, and our financial and management
resources may be diverted from our existing operations. Offices in multiple states create a strain on our ability to effectively manage our operations and key personnel. If we elect to consolidate our
facilities, we may lose key personnel unwilling to relocate to the consolidated facility, may have difficulty hiring appropriate personnel at the consolidated facility and may have difficulty
providing continuity of service through the consolidation.

Physician
and patient satisfaction or performance problems with an acquired business, technology, service or device could also have a material adverse effect on our reputation.
Additionally, potential disputes with the seller of an acquired business or its employees, suppliers or customers and amortization expenses related to intangible assets could adversely affect our
business, operating results and financial condition. If we fail to properly evaluate and execute acquisitions, our business may be disrupted and our operating results and prospects may be harmed.

On
December 21, 2010, the Company completed the acquisition of Biotel Inc., and its wholly owned subsidiaries, Braemar, Inc. and Agility Centralized Research
Services, Inc. The acquisition gives the Company the ability to develop, manufacture, test and market medical devices and related software to medical companies, clinics and hospitals. Inability
to fully integrate this acquisition and maintain

31

---



Table of Contents

customer
relationships through diversified product and service offerings may disrupt our business and harm our operating results.

If we do not have enough MCOT monitors or sensors or experience delays in manufacturing, we may be unable to fill prescriptions in a timely manner, physicians
may elect not to prescribe MCOT, and our revenue and growth prospects could be harmed.

When a physician prescribes MCOT to a patient, our customer service department begins the patient hook-up
process, which includes procuring a monitor, sensors and base from our distribution department and sending them to the patient. While our goal is to provide each patient with a monitor, sensors and
base in a timely manner, we have experienced and may, in the future, experience delays due to the availability of monitors, primarily when converting to a new generation of monitor or in connection
with the increase in prescriptions following potential acquisitions of other companies.

We
may also experience shortages of monitors, sensors or bases due to manufacturing difficulties. Multiple suppliers provide the components used in our MCOT devices, but our
facilities in Chester, PA and Phoenix, AZ are registered and approved by the FDA, as the ultimate manufacturer of MCOT devices. Our manufacturing operations could be disrupted by fire,
earthquake or other natural disaster, a work stoppage or other labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there was a disruption
to our facilities in Chester or Phoenix, we would be unable to manufacture MCOT devices until we have restored and re-qualified our manufacturing capability or developed
alternative manufacturing facilities.

Our
success in obtaining future prescriptions from physicians is dependent upon our ability to promptly deliver monitors, sensors and bases to our patients, and a failure in this regard
would have an adverse effect on our revenue and growth prospects.

Interruptions or delays in telecommunications systems or in the data services provided to us by nPhase or the loss of our wireless or data services could impair the delivery
of MCOT services.

The success of MCOT is dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade
our data processing and communication capabilities. The MCOT monitors rely on a third party wireless carrier to transmit data over its data network during times that the monitor is
removed from its base. All data sent by our monitors via this wireless data network or via landline is routed directly to nPhase data centers and subsequently routed to our monitoring center. We are
dependent upon these third parties to provide data transmission and data hosting services to us. We do not have an agreement directly with this third party wireless carrier. Although we do have an
agreement with nPhase that has a termination date in September 2013, nPhase may terminate its agreement with us if certain conditions occur, including if nPhase's agreement with the third party
wireless carrier terminates, in the event we fail to maintain an agreed-upon number of active cardiac monitoring devices on the nPhase network or in the event that we begin to utilize the
services of a provider of monitoring and
communication services other than nPhase. We have no control over the status of the agreement between nPhase and the wireless carrier. If we fail to maintain our relationships with nPhase or if we
lose wireless carrier services, we would be forced to seek alternative providers of data transmission and data hosting services, which might not be available on commercially reasonable terms or at
all.

As
we expand our commercial activities, an increased burden will be placed upon our data processing systems and the equipment upon which they rely. Interruptions of our data networks or
the data networks of nPhase for any extended length of time, loss of stored data or other computer problems could have a material adverse effect on our business, financial condition and results of
operations. Frequent or persistent interruptions in our arrhythmia monitoring services could cause permanent harm to our reputation and could cause current or potential users of MCOT or

32

---



Table of Contents

prescribing
physicians to believe that our systems are unreliable, leading them to switch to our competitors. Such interruptions could result in liability, claims and litigation against us for damages
or injuries resulting from the disruption in service.

Our
systems are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, break-ins,
sabotage, and acts of vandalism. Despite any precautions that we may take, the occurrence of a natural disaster or other unanticipated problems could result in lengthy interruptions in these services.
We do not carry business interruption insurance to protect against losses that may result from interruptions in service as a result of system failures. Moreover, the communications and information
technology industries are subject to rapid and significant changes, and our ability to operate and compete is dependent in significant part on our ability to update and enhance the communication
technologies used in our systems and services.

If our competitors are able to develop or market monitoring solutions that are more effective, or gain greater acceptance in the marketplace, than any solutions we develop,
our commercial opportunities will be reduced or eliminated.

The market for arrhythmia monitoring solutions is evolving rapidly and becoming increasingly competitive. Our industry is highly
fragmented and characterized by a small number of large providers and a large number of smaller regional service providers. These third parties compete with us in marketing to payors and prescribing
physicians, recruiting and retaining qualified personnel, acquiring technology and developing solutions complementary to our programs. In addition, as companies with substantially greater resources
than ours enter our market, we will face increased competition. If our competitors are better able to develop and patent arrhythmia monitoring solutions than us, or develop more effective and/or less
expensive arrhythmia monitoring solutions that render our solutions obsolete or non-competitive or deploy larger or more effective marketing and sales resources than ours, our business
will be harmed and our commercial opportunities will be reduced or eliminated.

If we need to raise additional funding in the future, we may be unable to raise such capital when needed, or at all, and the terms of such capital may be adverse to our
stockholders.

We believe that the net proceeds from our initial public offering, together with our existing cash and cash equivalent and investment
balances, will be sufficient to meet our anticipated cash requirements for the foreseeable future. However, our future funding requirements will depend on many factors,
including:



33

---







Table of Contents



If
we need to, or choose to, raise additional capital in the future, such capital may not be available on reasonable terms, or at all. If we raise additional funds by issuing equity
securities, substantial dilution to existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment
obligations as well as covenants and financial ratios that may restrict our ability to operate our business.

If we or our suppliers fail to achieve or maintain regulatory approval of manufacturing facilities, our growth could be limited and our business could be harmed.

We currently assemble the monitors, sensors and bases for MCOT in Chester, PA and Phoenix, AZ. Monitors used for event,
Holter and pacemaker services are purchased from several third parties. In order to maintain compliance with FDA and other regulatory requirements, our manufacturing facilities must be periodically
re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components of and products used to manufacture MCOT
devices and the manufacturers of the monitors used in event, Holter and pacemaker services must also comply with FDA and foreign regulatory requirements, which often require significant resources and
subject us and our suppliers to potential regulatory inspections and stoppages. We or our suppliers may not satisfy these requirements. If we or our suppliers do not maintain regulatory approval for
our manufacturing operations, our business could be adversely affected.

Our dependence on a limited number of suppliers may prevent us from delivering our devices on a timely basis.

We currently rely on a limited number of suppliers of components for MCOT devices. If these suppliers became unable to
provide components in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply. Qualifying suppliers is a lengthy
process. Delays or interruptions in the supply of our requirements could limit or stop our ability to provide sufficient quantities of devices on a timely basis, meet demand for our services, which
could have a material adverse effect on our business, financial condition and results of operations.

We could be subject to medical liability or product liability claims which may not be covered by insurance and which would adversely affect our business and results of
operations.

The design, manufacture and marketing of services of the types we provide entail an inherent risk of product liability claims. Any such
claims against us may require us to incur significant defense costs, irrespective of whether such claims have merit. In addition, we provide information to health care providers and payors upon which
determinations affecting medical care are made, and claims may be made against us resulting from adverse medical consequences to patients resulting from the information we provide. In addition, we may
become subject to liability in the event that the monitors and sensors we use fail to correctly record or transfer patient information or if we provide incorrect information to patients or health care
providers using our services. We have also agreed to indemnify nPhase for any claims resulting from the provision of our services. If we incur one or more significant claims against us, if we are
required to indemnify nPhase as a result of the provision of our services, or if we are

34

---



Table of Contents

required
to undertake remedial actions in response to any such claims, such claims or actions would adversely affect our business and results of operations.

Our
liability insurance is subject to deductibles and coverage limitations. In addition, our current insurance may not continue to be available to us on acceptable terms, if at all, and,
if available, the coverages may not be adequate to protect us against any future claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms with adequate coverage or
otherwise protect against any claims against us, we will be exposed to significant liabilities, which may harm our business.

If we do not obtain and maintain adequate protection for our intellectual property, the value of our technology and devices may be adversely affected.

Our business and competitive positions are dependent in part upon our ability to protect our proprietary technology. To protect our
proprietary rights, we rely on a combination of trademark, copyright, patent, trade secret and other intellectual property laws, employment, confidentiality and invention assignment agreements with
our employees and contractors, and confidentiality agreements and protective contractual provisions with other third parties. We attempt to protect our intellectual property position by filing
trademark applications and U.S., foreign and international patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business.

As
of February 14, 2011, we had 17 issued U.S. patents, 22 foreign patents and 44 pending U.S. and international patent applications relating to various aspects of our
MCOT service. We
also had 9 trademark registrations in the United States for a variety of word marks and slogans. We do not believe that any single patent, trademark or other intellectual property right of ours, or
combination of our intellectual property rights, is likely to prevent others from competing with us using a similar business model. There are many issued patents and patent applications held by others
in our industry and the electronics field. Our competitors may independently develop technologies that are substantially similar or superior to our technologies, or design around our patents or other
intellectual property to avoid infringement. In addition, we may not apply for a patent relating to products or processes that are patentable, we may fail to receive any patent for which we apply or
have applied, and any patent owned by us or issued to us could be circumvented, challenged, invalidated, or held to be unenforceable, or rights granted thereunder may not adequately protect our
technology or provide a competitive advantage to us. For example, with respect to one of our U.S. patents, we have a corresponding foreign patent, the claims of which were amended substantially more
so than in the United States, to overcome art that was of record in the U.S. patent. If a third-party challenges the validity of any patents or proprietary rights of ours, we may become involved in
intellectual property disputes and litigation that would be costly and time-consuming.

Although
third parties may infringe on our patents and other intellectual property rights, we may not be aware of any such infringement, or we may be aware of potential infringement but
elect not to seek to prevent such infringement or pursue any claim of infringement, and the third party may continue its potentially infringing activities. Any decision whether or not to take further
action in response to potential infringement of our patent or other intellectual property rights may be based on any one or more of a variety of factors, such as the potential costs and benefits of
taking such action, and business and legal issues and circumstances. Litigation of claims of infringement of a patent or other intellectual property rights may be costly and time-consuming
and divert the attention of key company personnel, and may not be successful or result in any significant recovery of compensation for any infringement or enjoining of any infringing activity.
Litigation or licensing discussions may also involve or lead to counterclaims that could be brought by a potential infringer to challenge the validity or enforceability of our patents and other
intellectual property.

35

---



Table of Contents

To
protect our trade secrets and other proprietary information, we generally require our employees, consultants, contractors and outside collaborators to enter into written nondisclosure
agreements. These agreements, however, may not provide adequate protection to prevent any unauthorized use, misappropriation or disclosure of our trade secrets, know-how or other
proprietary information. These agreements may be breached, and we may not become aware of, or have adequate remedies in the event of, any such breach. Also, others may independently develop the same
or substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

Our ability to market our services may be impaired by the intellectual property rights of third parties.

Our success is dependent in part upon our ability to avoid infringing the patents or proprietary rights of others. Our industry and the
electronics field are characterized by a large number of patents, patent filings and frequent litigation based on allegations of patent infringement. Competitors may have filed applications for or
have been issued patents and may obtain additional patents and proprietary rights related to devices, services or processes that we compete with or are similar to ours. We may not be aware of all of
the patents or patent applications potentially adverse to our interests that may have been or may later be issued to or filed by others.

U.S.
patent applications may be kept confidential while pending in the Patent and Trademark Office. If other companies have or obtain patents relating to our products or services, we may
be required to obtain licenses to those patents or to develop or obtain alternative technology. We may not be able to obtain any such licenses on acceptable terms, or at all. Any failure to obtain
such licenses could impair or foreclose our ability to make, use, market or sell our products and services.

Based
on the litigious nature of our industry and the electronics field and the fact that we may pose a competitive threat to some companies who own or control various patents, it is
always possible that one or more third parties may assert a patent infringement claim seeking damages and to enjoin the manufacture, use, sale and marketing of our products and services. If a third-
party asserts that we have infringed on its patent or proprietary rights, we may become involved in intellectual property disputes and litigation that would be costly and time-consuming
and could impair or foreclose our ability to make, use, market or sell our products and services.

Lawsuits
may have already been filed against us without our knowledge. Additionally, we may receive notices from other third parties suggesting or asserting that we are infringing their
patents and inviting us to license such patents. We do not believe that we are infringing on any other party's patents or that a license to any such patents is necessary. Should litigation over such
patents arise, we intend to vigorously defend against any allegation of infringement.

If
we are found to infringe on the patent or intellectual property rights of others, we may be required to pay damages, stop the infringing activity or obtain licenses or rights to the
patents or other intellectual property in order to use, manufacture, market or sell our products and services. Any required license may not be available to us on acceptable terms or at all. If we
succeed in obtaining such licenses, payments under such licenses would reduce any earnings from our products. In addition, licenses may be non-exclusive and, accordingly, our competitors
may have access to the same technology as that which may be licensed to us. If we fail to obtain a required license or are unable to alter the design of our product candidates to make a license
unnecessary, we may be unable to manufacture, use, market or sell our products and services, which could significantly affect our ability to achieve, sustain or grow our commercial business.

Moreover,
regardless of the outcome, patent litigation against or by us could significantly disrupt our business, divert our management's attention and consume our financial resources.
We cannot predict if or when any third party will file suit for patent or other intellectual property infringement.

36

---



Table of Contents

Our business operations could be significantly disrupted if we fail to properly integrate our management team.

Our Chief Executive Officer and Senior Vice President of Business Operations recently joined CardioNet within the last year in their
current capacities and are being integrated into our management team. They will have significant responsibility for our operations and success, but have only limited experience with our business. If
they do not smoothly and rapidly develop knowledge of our business and integrate with our existing management, our business operations could be significantly disrupted.

If we fail to obtain and maintain necessary FDA clearances, our business will be adversely affected.

The monitors, sensors and bases that we manufacture and use as part of our MCOT service are classified as medical devices
and are subject to extensive regulation by the FDA. Further, we maintain establishment registration with the FDA as a distributor of medical devices. FDA regulations govern manufacturing, labeling,
promotion, distribution, importing, exporting, shipping and sale of these devices.

Our
MCOT devices, including our C3 monitor, and our arrhythmia detection algorithms have "510(k) clearance" status from the FDA. Modifications to our MCOT
devices, such as our C5 device development, or our algorithms that could significantly affect safety or effectiveness, or that could constitute a significant change in intended use, would require a
new clearance from the FDA. If in the future we make changes to our MCOT devices or our algorithms, the FDA could determine that such modifications require new FDA clearance, and we may
not be able to obtain such FDA clearances in a timely fashion or at all.

We
are subject to continuing regulation by the FDA, including quality regulations applicable to the manufacture of our MCOT devices and various reporting regulations and
regulations that govern the promotion and advertising of medical devices. The FDA could find that we have failed
to comply with one of these requirements, which could result in a wide variety of enforcement actions, ranging from a warning letter to one or more severe sanctions, including the
following:



Any
of these enforcement actions could be costly and significantly harm our business, financial condition and results of operations.

Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business, financial condition or operations.

The use and disclosure of certain health care information by health care providers and their business associates have come under
increasing public scrutiny. Recent federal standards under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, establish rules concerning how individually-identifiable health
information may be used, disclosed and protected. Historically, state law has governed confidentiality issues, and HIPAA preserves these laws to the extent they are more protective of a patient's
privacy or provide the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing
laws and regulations that may or may not be more stringent or burdensome

37

---



Table of Contents

than
the federal HIPAA provisions. We must operate our business in a manner that complies with all applicable laws, both federal and state, and that does not jeopardize the ability of our customers to
comply with all applicable laws. We believe that our operations are consistent with these legal standards. Nevertheless, these laws and regulations present risks for health care providers and their
business associates that provide services to patients in multiple states. Because these laws and regulations are recent, and few have been interpreted by government regulators or courts, our
interpretations of these laws and regulations may be incorrect. If a challenge to our activities is successful, it could have an adverse effect on our operations, may require us to forego
relationships with customers in certain states and may restrict the territory available to us to expand our business. In addition, even if our interpretations of HIPAA and other federal and state laws
and regulations are correct, we could be held liable for unauthorized uses or disclosures of patient information as a result of inadequate systems and controls to protect this information or as a
result of the theft of information by unauthorized computer programmers who penetrate our network security. Enforcement of these laws against us could have a material adverse effect on our business,
financial condition and results of operations.

We may be subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and, if we are unable to fully comply with such laws, could
face substantial penalties.

Our operations may be directly or indirectly affected by various broad state and federal health care fraud and abuse laws, including
the Federal Healthcare Programs' Anti-Kickback Statute, which prohibits any person from knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or
indirectly, to induce or reward either the referral of an individual for an item or service, or the ordering, furnishing or arranging for an item or service, for which payment may be made under
federal health care programs, such as the Medicare and Medicaid programs. For some of our services, we directly bill physicians for our services, who in turn bill payors. Although we believe such
payments to be proper and in compliance with laws and regulations, we may be subject to claims that we are in violation of these laws and regulations. If our
past or present operations are found to be in violation of these laws, we or our officers may be subject to civil or criminal penalties, including large monetary penalties, damages, fines,
imprisonment and exclusion from Medicare and Medicaid program participation. If enforcement action were to occur, our business and results of operations could be adversely affected.

The operation of our call centers and monitoring facilities is subject to rules and regulations governing IDTFs and state licensure requirements; failure to comply with
these rules could prevent us from receiving reimbursement from Medicare and some commercial payors.

We have call centers and monitoring facilities in Pennsylvania and Minnesota that analyze the data obtained from arrhythmia monitors
and report the results to physicians. In order for us to receive reimbursement from Medicare and some commercial payors, we must have a call center certified as an IDTF. Certification as an IDTF
requires that we follow strict regulations governing how the center operates, such as requirements regarding the experience and certifications of the technicians who review data transmitted from our
monitors. These rules and regulations vary from location to location and are subject to change. If they change, we may have to change the operating procedures at our monitoring facilities and call
centers, which could increase our costs significantly. If we fail to obtain and maintain IDTF certification, our services may no longer be reimbursed by Medicare and some commercial payors, which
could have a material adverse impact on our business.

We may be subject to federal and state false claims laws which impose substantial penalties.

Many of the physicians and patients who use our services file claims for reimbursement with government programs such as Medicare and
Medicaid. As a result, we may be subject to the federal

38

---



Table of Contents

False
Claims Act if we knowingly "cause" the filing of false claims. Violations may result in substantial civil penalties, including treble damages. The federal False Claims Act also contains
"whistleblower" or "qui tam" provisions that allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the government. In recent years, the
number of suits brought in the medical industry by private individuals has increased dramatically. Various states have enacted laws modeled after the federal False Claims Act, including "qui tam"
provisions, and some of these laws apply to claims filed with commercial insurers.

We
are unable to predict whether we could be subject to actions under the federal False Claims Act, or the impact of such actions. However, the costs of defending claims under the False
Claims Act, as well as sanctions imposed under the False Claims Act, could significantly affect our financial performance.

Changes in the regulatory environment may constrain or require us to restructure our operations, which may harm our revenue and operating results.

Health care laws and regulations change frequently and may change significantly in the future. We may not be able to adapt our
operations to address every new regulation, and new regulations may adversely affect our business. We cannot provide assurance that a review of our business by courts or regulatory authorities would
not result in a determination that adversely affects our revenue and operating results, or that the health care regulatory environment will not change in a way that restricts our operations. In
addition, as a result of the focus on health care reform, there is risk that Congress may implement changes in laws and regulations governing health care service providers, including measures to
control costs, or reductions in reimbursement levels, which may adversely affect our business and results of operations.

Changes in the health care industry or tort reform could reduce the number of arrhythmia monitoring solutions ordered by physicians, which could result in a decline in the
demand for our solutions, pricing pressure and decreased revenue.

Changes in the health care industry directed at controlling health care costs or perceived over-utilization of arrhythmia
monitoring solutions could reduce the volume of solutions ordered by physicians. If more health care cost controls are broadly instituted throughout the health care industry, the volume of cardiac
monitoring solutions could decrease, resulting in pricing pressure and declining demand for our services, which could harm our operating results. In addition, it has been suggested that some
physicians order arrhythmia monitoring solutions even when the services may have limited clinical utility in large part to establish a record for defense in the event of a claim of medical malpractice
against the physician. Legal changes making it more difficult to bring medical malpractice cases, known as tort reform, could reduce the amount of our services prescribed as physicians respond to
reduced risks of litigation, which could harm our operating results.

Legislation and policy changes reforming the United States healthcare system may have a material adverse effect on our operating results and financial condition.

On March 23, 2010, the Patient Protection and Affordable Care Act was signed into law and on March 30, 2010, the Health
Care and Education Reconciliation Act of 2010 was signed into law. Together, the two measures make the most sweeping and fundamental changes to the United States health care system since the creation
of Medicare and Medicaid. The Health Care Reform laws include a large number of health-related provisions to take effect over the next four years, including expanding Medicaid eligibility, requiring
most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, requiring manufacturers to report payments or other transfers of value
made to physicians and teaching hospitals, and modifying certain payment

39

---



Table of Contents

systems
to encourage more cost-effective care and a reduction of inefficiencies and waste, including through new tools to address fraud and abuse.

In
addition, various healthcare reform proposals have also emerged at the state level. We cannot predict the effect that newly enacted laws or any future legislation or regulation will
have on us. However, the implementation of new legislation and regulation may lower reimbursements for our products, reduce medical procedure volumes and adversely affect our business, possibly
materially. The enacted excise tax may materially and adversely affect our operating expenses and results of operations.

A write-off of the value of our goodwill or intangible assets could adversely affect our results of operations.

As of December 31, 2010, we had $49.4 million of goodwill and $3.8 million of net intangible assets, most of which
resulted from the acquisition of PDSHeart in 2007 and Biotel Inc. in 2010. Current accounting rules require that goodwill and certain intangible assets be assessed for impairment using fair
value measurement techniques. If the carrying amount of a reporting unit exceeds its fair value, then a goodwill impairment test is performed to measure the amount of the impairment loss, if any. The
goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. Determining the fair value of the implied goodwill is judgmental in
nature and often involves the use of significant estimates and assumptions. Any determination requiring the write-off of a significant portion of goodwill or intangible assets could have a
material adverse effect on our financial condition and results of operations.

We have a concentration of risk related to the accounts receivable from one customer. Failure to fully collect outstanding balances from this customer, or a combination of
other customers, may adversely affect our results of operations.

As of December 31, 2010, we have balances owed to us from one customer representing approximately 14% of our total gross
accounts receivable. We maintain an allowance for doubtful accounts based on the aging of outstanding receivables, as well as for any specific instances we become aware of that may preclude us from
reasonably assuring collection on outstanding balances. Determining the allowance for doubtful accounts is judgmental in nature and often involves the use of significant estimates. A determination
that requires a change in our estimates could have a materially adverse effect on our financial condition and operating results.

Tax requirements and audits could impact our results of operations.

We are subject to the tax laws of various jurisdictions. Our results of operations could be materially affected with a change in tax
law or in the interpretation of tax law. This also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by the taxing authorities. Failure to manage our
tax strategies could lead to an additional tax charge. Any material disagreement with taxing authorities could result in cash expenditures and adversely affect our results of operations and financial
condition.

Our annual operating results and stock price may be volatile or may decline regardless of our operating performance.

The market price for our common stock has been and is likely to continue to be volatile and may fluctuate significantly in response to
a number of factors, most of which we cannot control, including:



40

---



Table of Contents



In
addition, the stock markets, and in particular the Nasdaq Global Market, have experienced extreme price and volume fluctuations that have affected and continue to affect the market
prices of equity securities of many health care companies. Stock prices of many health care companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those
companies. In the
past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation we could incur substantial costs, and our
resources and the attention of management could be diverted from our business.

Future sales of our common stock may depress our stock price.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the
perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of December 31, 2010, we had 24,251,170
outstanding shares of vested common stock. In addition, we have outstanding 2,102,376 options and restricted stock units (RSU's) to purchase shares of our common stock that will become exercisable
over the next four years. If exercised, these options and RSU's would result in additional shares becoming available for sale upon expiration of the lock-up agreements.

41

---



Table of Contents

Anti-takeover provisions in our charter documents and Delaware law might deter acquisition bids for us that our stockholders might consider favorable.

Our amended and restated certificate of incorporation and bylaws contain provisions that may make the acquisition of our Company more
difficult without the approval of our Board of Directors. These provisions:



In
addition, because we are incorporated in Delaware, we are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits
stockholders owning in excess of 15% of our outstanding voting stock from merging or combining with us. These anti-takeover provisions and other provisions under Delaware law could
discourage, delay or prevent a transaction involving a change of control of our Company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make
it more difficult for our stockholders to elect directors of their choosing and cause us to take other corporate actions such stockholders desire.

If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish
about us or our business. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If
one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

We do not expect to pay any cash dividends for the foreseeable future.

The continued expansion of our business may require substantial funding. Accordingly, we do not anticipate that we will pay any cash
dividends on shares of our common stock for the foreseeable future. Even if we were not prohibited from paying dividends, any determination to do so in the future would be at the discretion of our
Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems
relevant. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the
foreseeable future should not purchase our common stock.

42

---



Table of Contents

General economic conditions, which are largely out of our control, may adversely affect the Company's financial condition and results of operations.

The Company's operations may be affected by changes in general economic conditions. Recessionary economic cycles, higher interest
rates, inflation, higher levels of unemployment, changes in the laws or industry regulations or other economic factors may adversely affect the demand for the Company's products. Additionally, these
economic factors and changes in laws and regulations may adversely affect the Company's financial condition and results of operations.

Economic conditions may materially and adversely affect our investment portfolio.

We have invested our excess cash in money market funds and corporate debt securities issued by banks and corporations. The interest
paid on these types of investments and the value of certain securities may decline due to general market conditions, such as the recent volatility in credit markets and the national and global
financial crisis. If there is continued and expanded disruption in the credit markets, our investment portfolio could be adversely affected. There is no assurance that the financial or credit markets
will improve in the near term, or that the national and worldwide economic conditions will not worsen.

The illiquid capital markets may have an impact on our business and financial condition in ways that we currently cannot predict.

The continued credit crisis, reduction in confidence and related turmoil in the global financial system may have an impact on our
business and our financial condition. The global financial and credit markets continue to experience declines or slow growth and there continues to be diminished liquidity and credit availability. Due
to the recent tightening of credit markets and concerns regarding the availability of credit, patients and payors may not have access to sufficient cash or short-term credit to obtain
MCOT or other services provided by the Company. We believe that we could be negatively impacted if these conditions continue for a sustained period of time, or if there is further
deterioration in financial markets and major economies. Delays of this nature would adversely affect our service revenue, and therefore harm our business and results of operations.

We operate in an intensely competitive industry, and our failure to respond quickly to technological developments and incorporate new features into our products could harm
our ability to compete.

We operate in an intensely competitive industry that experiences rapid technological developments, changes in industry standards,
changes in patient requirements, and frequent new product introductions and improvements. If we are unable to respond quickly and successfully to these developments, we may lose our competitive
position, and our products or technologies may become uncompetitive or obsolete. To compete successfully, we must maintain a successful research and development effort, develop new products and
production processes, and improve our existing products and processes at the same pace or ahead of our competitors. Our research and development efforts are aimed at solving increasingly complex
problems, as well as creating new technologies, and we do not expect that all of our projects will be successful. If our research and development efforts are unsuccessful, our future results of
operations could be materially harmed.

43

---



Table of Contents

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

We lease approximately 55,000 square feet of space for our headquarters and service center in Conshohocken, PA under an agreement that
expires in December 2013. We also lease approximately 20,000 square feet of space for our San Diego, CA facility under an agreement that expires in August 2011, which is dedicated to research and
development, various IT functions, and engineering activities. The balance of the floor space is dedicated to office space. We leased approximately 10,000 square feet of space for our distribution
operation in Chester, PA, under an agreement that expires in October 2012. Additionally, we leased approximately 10,800 square feet of space for our distribution operation in Phoenix, AZ, under an
agreement that expires in April 2015. We also have service operations in our leased premises located in Edina, MN, consisting of approximately 2,030 square feet of space under an agreement that
expires in February 2015. We believe that our existing facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on
commercially reasonable terms.

The
Company acquired Biotel Inc. in December 2010. The acquisition added three leased facilities dedicated to production, engineering, administration and service operations.
Leased facility transactions are operated through the wholly owned subsidiaries of Biotel Inc., Braemar, Inc. and Agility Centralized Research Services, Inc. Braemar, Inc.
leases approximately 17,300 square feet of space in Eagan, MN under an agreement that expires in August 2011. Additionally, Braemar, Inc. leases approximately 2,900 square feet of space in
Columbia, SC under an agreement that expires in April 2011. Agility Centralized Research Services, Inc. leases approximately 1,225 square feet of space in Bannockburn, IL under an agreement
that expires in April 2013. No amendments to the existing lease agreements have been made since the date of acquisition. The Company anticipates renewing the lease agreements that are currently
scheduled to expire in 2011.

Item 3.    Legal Proceedings

On March 5, 2010, West Palm Beach Police Pension Fund filed a putative class action complaint in California Superior Court, San
Diego County asserting claims for violations of Sections 11, 12 and 15 of the Securities Act of 1933, as amended, against CardioNet, nine current and former officers and directors of CardioNet
and six underwriters of CardioNet's intial public offering (IPO) consummated March 25, 2008 and/or Secondary Offering on August 6, 2008 (together with the IPO, the "Offerings"). The
complaint filed March 5, 2010 also asserted claims for alleged violations of Sections 25401 and 25501 of the California Corporations Code against defendants James M. Sweeney and Fred
Middleton. The plaintiff seeks to bring claims on behalf of all those who acquired the common stock of CardioNet pursuant and/or traceable to the Company's IPO and/or Secondary Offering. On
March 10, 2010, plaintiff filed an Amended Complaint that deleted the claims for violations of the California Corporations Code. The claims are based on purported misrepresentations and
omissions in the Registration Statements for the Offerings relating to alleged business decisions made by CardioNet that were supposedly not disclosed to investors and alleged misstatements concerning
CardioNet's business. On April 5, 2010, all defendants removed the case to the Southern District of California, where it is pending. On April 7, 2010, defendants filed a Motion to
Transfer the case to the Eastern District of Pennsylvania, which Motion to Transfer is noticed for hearing on June 28, 2010. On April 23, 2010, the plaintiff moved to remand the case to
state court. On May 28, 2010, defendants filed their opposition to the Motion to Remand, and plaintiff filed its opposition to the Motion to Transfer. On June 14, 2010, plaintiff filed
its reply in support of the Motion to Remand, and on June 18, 2010, defendants' reply in support of the Motion to Transfer was filed. Consistent with the accounting for contingent liabilities,
no accrual has been recorded in the financial statements. The Company believes that the claims are without merit and intends to defend the litigation vigorously.

44

---





Table of Contents

On April 2, 2009 CardioNet entered into a Merger Agreement (the "2009 Merger Agreement") to acquire Biotel Inc. ("Biotel") for $14.0 million.
On July 14, 2009, CardioNet exercised its contractual right to terminate the Merger Agreement due to Biotel's breach of certain covenants in the agreement. On or about July 16, 2009,
Biotel subsequently commenced litigation against CardioNet, alleging that CardioNet had breached and improperly terminated the Merger Agreement. Biotel sought specific performance and damages in an
amount in excess of $10.0 million. CardioNet counterclaimed under the terms of the Merger Agreement for its termination fee and associated expenses of $1.4 million. In conjunction with
CardioNet's 2010 Merger Agreement to acquire Biotel, a Settlement Agreement was entered into that resolved the CardioNet-Biotel litigation and resulted in the dismissal and mutual release of all
claims arising out of, in connection with, or related to the 2009 Merger Agreement, including the claims in the litigation.

On
September 25, 2009, LifeWatch Services, Inc., and Card Guard Scientific Survival, Ltd., the licensee and owner, respectively, of U.S. Patent Nos. 7,542,878
B2 ("the '878 Patent") and 5,730,143 ("the '143 Patent") commenced an action LifeWatch Patent Matter against CardioNet's wholly owned subsidiary, Braemar Inc. ("Braemar"), and one of its
customers, eCardio Diagnostics, LLC ("eCardio"), in Federal District Court for the Northern District of Illinois, File No. 09-CV-6001, alleging that Braemar and
eCardio had infringed the '878 and '143 Patents. The Supply Agreement between Braemar and eCardio provides that Braemar will hold eCardio harmless from any liability it incurs in connection with a
claim that Braemar's products violate the intellectual property rights or infringe upon any patent of a third party. Braemar and eCardio have denied the allegations. Since the action was commenced,
the Plaintiffs have dismissed their claims relating to alleged infringement of the '878 Patent, Card Guard dropped out of the action, and LifeWatch has continued to pursue its claims relating
to the alleged infringement of the '143 Patent. The '143 Patent has been in reexamination
proceedings since February 19, 2010. On February 1, 2011, the U.S. Patent Office indicated that the claims as amended during the reexamination will be issued. The Company believes that
LifeWatch's claims under the original '143 Patent and under the soon-to-issue amended patent are without merit and intends to defend the litigation vigorously. Consistent with
the accounting for contingent liabilities, no accrual has been recorded in the financial statements. The Company believes that the claims are without merit and intends to defend the litigation
vigorously.

Item 4.    Removed and Reserved

45

---



Table of Contents

Part II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Our common stock has been traded on the Nasdaq Global Market under the symbol "BEAT" since March 19, 2008. Prior to that time,
there was no public market for the common stock. The following table sets forth the range of high and low sale prices of our common stock for the periods indicated.



Quarter Ended

High

LowDecember 31, 2010

$
5.83

$
4.01September 30, 2010


5.16


4.20June 30, 2010


9.98


5.48March 31, 2010


7.72


5.48




Quarter Ended

High

LowDecember 31, 2009

$
7.29

$
4.36September 30, 2009


9.57


5.87June 30, 2009


27.45


15.01March 31, 2009


29.37


20.49


As
of February 14, 2011, there were 24,256,506 shares of our common stock outstanding. Also as of that date, we had approximately 73 holders of record, including multiple
beneficial holders at depositories, banks and brokers included as a single holder in the single "street" name of each respective depository, bank or broker.

Share Repurchases

We did not repurchase any of our equity securities during 2010 or 2009.

Dividends

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any
future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our
common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors.

46

---



Table of Contents

Stock Performance Graph

The graph below compares the total stockholder return of an investment of $100 on March 19, 2008 (the first day of trading of
our common stock on the Nasdaq Stock Exchange) through December 31, 2010 for (i) our common stock (ii) The Nasdaq Health Care Index and (iii) The Russell 2000 Index. Each
of the three measures of cumulative total return assumes reinvestment of dividends, if any. The stock price performance show on the graph below is based on historical data and is not indicative of
future stock price performance.

Comparison of Cumulative Total Return  Among CardioNet, Inc., The NASDAQ Health Care Index  and The Russell 2000 Index

GRAPH

Company/Index

Base Period
3/19/2008

12/31/2008

12/31/2009

12/31/2010CardioNet, Inc.

$
100.00

$
139.27

$
33.56

$
26.44Nasdaq Health Care Index


100.00


93.19


108.59


119.81Russell 2000 Index


100.00


76.17


96.87


122.89


The foregoing graph and chart shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on
Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate
this information by reference, and shall not otherwise be deemed filed under those acts.

47

---



Table of Contents

Item 6.    Selected Financial Data

The selected financial data set forth below are derived from our consolidated financial statements. The statement of operations for the
years ended December 31, 2010, 2009 and 2008, and the balance sheet data at December 31, 2010 and 2009 are derived from our audited consolidated financial statements included elsewhere
in this report. The statement of operations data for the years ended December 31, 2007 and 2006 and the balance sheet data at December 2008, 2007 and 2006 are derived from our audited
consolidated financial statements which are not included herein.

The
following selected financial data should be read in conjunction with the Consolidated Financial Statements and related notes thereto in Item 8 and "Management's Discussion and
Analysis of Financial Condition and Results of Operation" in Item 7 of this report.

Year ended December 31,2010

2009

2008

2007

2006in thousands, except per share dataStatement of Operations Data:Revenues:Net patient revenues

$
119,924

$
140,233

$
119,764

$
72,357

$
33,019Other revenues





388


690


635


904Total revenues


119,924


140,621


120,454


72,992


33,923Cost of revenues


47,492


48,688


39,913


25,526


12,701Gross profit


72,432


91,933


80,541


47,466


21,222Operating expenses:General and administrative


34,657


39,153


27,607


19,397


11,436Sales and marketing


29,338


34,656


21,111


15,968


6,448Bad debt expense


18,578


19,982


13,253


8,077


4,195Research and development


4,897


5,810


3,999


3,782


3,631Integration, restructuring and other charges


4,654


12,981


4,880





Total operating expenses


92,124


112,582


70,850


47,224


25,710(Loss) income from operations


(19,692
)

(20,649
)

9,691


242


(4,488
)Other income (expense):Interest income


97


190


1,167


1,621


114Interest expense


(3
)

(12
)

(170
)

(2,221
)

(3,271
)Total other income (expense)


94


178


997


(600
)

(3,157
)(Loss) income before provision from income taxes

$
(19,598
)
$
(20,471
)
$
10,688

$
(358
)
$
(7,645
)Provision for income taxes


262


5


1,483





Net (loss) income

$
(19,860
)
$
(20,476
)
$
9,205

$
(358
)
$
(7,645
)Dividends on and accretion of mandatorily redeemable convertible preferred stock








(2,597
)

(8,346
)

Net (loss) income applicable to common shares

$
(19,860
)
$
(20,476
)
$
6,608

$
(8,704
)
$
(7,645
)Net (loss) income per common share:Basic

$
(0.82
)
$
(0.86
)
$
0.36

$
(2.89
)
$
(2.63
)Diluted

$
(0.82
)
$
(0.86
)
$
0.29

$
(2.89
)
$
(2.63
)Shares used to compute net (loss) income per share:Basic


24,109,085


23,771,368


18,348,594


3,011,699


2,908,360Diluted


24,109,085


23,771,368


22,658,813


3,011,699


2,908,360


48

---



Table of Contents



As of December 31,2010

2009

2008

2007

2006in thousandsBalance Sheet Data:Cash and cash equivalents

$
18,705

$
49,152

$
58,171

$
18,091

$
3,909Working capital


60,634


75,383


84,003


29,375


(18,713
)Total assets


156,692


168,322


165,773


103,040


17,170Total debt








72


2,743


29,488Total mandatorily redeemable convertible preferred stock











115,302


Total shareholders' equity


134,928


149,353


150,117


(26,865
)

(19,857
)


Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operation

You should read the following discussion and analysis of our financial condition and results of our operations
in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this report. This discussion contains forward-looking statements reflecting
our current expectations that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a
number of factors, including those discussed in the section entitled "Risk Factors," and elsewhere in this prospectus. We are on a calendar year end, and except where otherwise indicated below, "2010"
refers to the year ended December 31, 2010, "2009" refers to the year ended December 31, 2009 and "2008" refers to the year ended December 31, 2008.

Overview



CardioNet is a leading provider of ambulatory, continuous, real-time outpatient management solutions for monitoring
relevant and timely clinical information regarding an individual's health. The Company's efforts have initially been focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm
disorders, with a solution that it markets as Mobile Cardiac Outpatient Telemetry (MCOT). The Company actively began developing its product platform in April 2000, and since
that time, has devoted substantial resources in advancing its patient monitoring solutions. The platform successfully integrates a wireless data transmission network, internally developed software,
FDA-cleared algorithms and medical devices, and a 24-hour monitoring service center.

The
Company's Conshohocken location has been an approved Independent Diagnostic Testing Facility ("IDTF") by Medicare since it received 510(k) clearance for the first and second
generation of our core MCOT devices in 2002. The CardioNet Monitoring Center commenced operations in Conshohocken, Pennsylvania in 2002, concurrent with its first FDA approval, and all of
the Company's MCOT arrhythmia monitoring activities are currently conducted at that location. The Company received FDA 510(k) clearance for the proprietary algorithm included in its third
generation product, or C3, in October 2005. Subsequently in November 2006, the Company received FDA 510(k) clearance for its C3 system which it has incorporated as part of its monitoring solution. The
Company received FDA 510(k) clearance for its next generation platform in April 2010 and expects the product launch to occur in early 2011. The Company continues to pursue innovation of new and
existing medical solutions through investments in research and development.

On
August 6, 2008, an underwritten secondary public offering of shares of common stock held by certain of the Company's existing stockholders was completed. The Company did not
issue any shares and received no proceeds in connection with such offering.

49

---



Table of Contents

On
March 25, 2008, the Company completed its initial public offering generating net proceeds to the Company of approximately $46.7 million, after deducting underwriter
commissions and offering expenses. Upon the closing of the Company's initial public offering, all outstanding shares of the Company's mandatorily redeemable convertible preferred stock and convertible
preferred stock converted into shares of common stock. At December 31, 2010, the Company had no shares of preferred stock outstanding.

In
March 2007, the Company acquired all of the outstanding capital stock of PDSHeart. The acquisition of PDSHeart provided event, Holter and Pacemaker monitoring product lines to
compliment the Company's MCOT solution. In addition, the acquisition supplied the Company with existing sales channels and relationships in geographic areas that had not been penetrated
prior to the acquisition.

In
December 2010, the Company completed the acquisition of Biotel Inc., and its wholly owned subsidiaries, Braemar, Inc. and Agility Centralized Research
Services, Inc. The acquisition gives the Company the ability to develop, manufacture, test and market medical devices and related software to medical companies, clinics and hospitals.
Additionally, the acquisition also gave the Company access to established customer relationships, entry into the clinical trial service business and the ability to diversify its product and service
offerings. The opening balance sheet and purchase price allocation have been reflected in the consolidated financial statements as of December 31, 2010. However, due to the timing of the
acquisition, the results of operations for Biotel for the period December 21, 2010, the date of acquisition, through December 31, 2010 were not material.



Based on recent business journal articles, several trends have emerged in the medical services industry during 2010. Physicians,
clinics and hospitals have experienced a lower level of patient visits, and performed fewer elective procedures. The downward trend in census is being attributed to weak economic conditions, as well
as changes in insurance coverage. Patients are delaying doctor visits and deferring elective medical treatments that are not perceived to be critical to patients' immediate health. The Company
believes this overall economic trend has impacted its volume, contributing to three consecutive quarters of modest volume declines. This trend has appeared to reverse somewhat in the fourth quarter of
2010, as we experienced an increase in volume compared to the third quarter of 2010.



The Company established a relationship with nPhase, formerly Qualcomm Inc., in May 2003. nPhase is the sole provider of wireless
cellular data connectivity solutions and data hosting and queuing services for the Company's monitoring network. The Company has no fixed or minimum financial commitment as it relates to network usage
or volume activity. However, if the Company fails to maintain an agreed-upon number of active cardiac monitoring devices on the nPhase network or it utilizes the monitoring and
communications services of a provider other than nPhase, the Company may be subject to penalties and nPhase has the right to terminate its relationship with the Company.



In October 2008, the Centers for Medicare and Medicaid Services ("CMS") established reimbursement rates that cover MCOT
services. The reimbursement rates applicable to the Category I CPT codes (93228 and 93229) established by the American Medical Association ("AMA") for MCOT became effective on
January 1, 2009. Highmark Medicare Services ("HMS") was responsible for setting the reimbursement rate on behalf of CMS for code 93229, which is the code for the technical component of our
services. The new billing codes allow for automated claims adjudication, substantially simplifying the reimbursement process for physicians and payors compared to

50

---



Table of Contents

the
previous process. Reimbursement prior to the use of the new CPT codes was obtained through non-specific billing codes which require various narratives that, in most cases, involve
semi-automated or manual processing, as well as additional review by payors.

After
receiving the CPT code in the first quarter of 2009, the Company received pressure from several commercial payors to renegotiate reimbursement rate contracts. This pressure led to
a substantial decline in our average commercial reimbursement rates in the first half of 2009. During the second half of 2009, and throughout the first half of 2010, we have seen commercial
reimbursement rates stabilize. The Company experienced a decline in commercial reimbursement rates during the second half of 2010. The Company expects to experience fluctuations in its average
commercial reimbursement rates due to payor mix, as well as contract negotiations for new and existing payors. Overall, we expect the average commercial reimbursement rates to remain stable or decline
over time.

On
July 10, 2009, HMS announced a reduction in the reimbursement rate for our MCOT services to $754 per service, a reduction of approximately 33%. This new rate went
into effect on September 1, 2009. The decline in reimbursement rate has had a negative impact on the Company's revenue and operating results, and presented significant challenges to the
viability of the Company's current business model. The Company estimates that the rate reduction caused a reduction in revenue for the four months ended December 31, 2009 and the year ended
December 31, 2010, of approximately $6.3 million and $25.4 million, respectively. Several strategic initiatives have been implemented, including cost reduction initiatives,
process improvement and facility consolidation in an effort to improve the Company's operating performance given the reduced reimbursement rate.

On
November 2, 2010, CMS published The Medicare Program Final Rule establishing a national rate for the MCOT technology (CPT Code 93229). CMS valued the CPT code at
20.14 relative value units, which was multiplied by an annually determined conversion factor to establish the amounts paid under the physician fee schedule. Using the formula and values currently in
place, the Company's national rate is approximately $739 per service, effective January 1, 2011. This is a decrease
of approximately 2% from the Company's current local carrier rate of $754 per service that was previously established by Highmark Medicare Services ("HMS"), a contract provider for CMS, effective
September 1, 2009 .

We
have successfully secured contracts with many national and regional commercial payors. As of December 31, 2010, we have 304 MCOT contracts with commercial payors,
compared to 245 at December 31, 2009. The current estimated total of over 210 million covered lives for Medicare and commercial lives for which we had reimbursement contracts as of
December 31, 2010 represents approximately 79% of the total covered lives in the United States. The MCOT contracts also cover event, Holter and Pacemaker service pricing. In
addition, as of December 31, 2010, there were approximately 173 contracts with commercial payors that pertained only to event, Holter and Pacemaker service pricing, and did not cover
MCOT. The majority of the remaining covered lives are insured by a relatively small number of large commercial insurance companies that deemed MCOT to be experimental in
nature and do not currently reimburse us for services provided to their beneficiaries.



During the first quarter of 2010, the Company undertook an initiative to streamline its sales and service organizations and reduce
support costs Company-wide. It also initiated plans to close its event monitoring facility in Georgia and consolidate it with the Company's monitoring facilities in Pennsylvania and
Minnesota. The Company realized cost efficiencies by undertaking these initiatives. The Company incurred restructuring expenses of $3.5 million for the year ended December 31, 2010, and
does not expect to incur additional charges related to this restructuring plan. The activities were substantially complete as of December 31, 2010.

51

---





Table of Contents

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have
prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, revenues and expenses, and related disclosures. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under
the circumstances; however, actual results may differ from these estimates. We review our estimates and judgments on an ongoing basis.

We
believe that the following accounting policies and estimates are most critical to a full understanding and evaluation of our reported financial results. Our significant accounting
policies are more fully described in Note 2 to our consolidated financial statements.



The Company recognizes revenue primarily from patient monitoring services, derived from its MCOT, event, Holter and
pacemaker services. The Company receives a significant portion of its revenue reimbursement from third party commercial insurance organizations and governmental entities. It also receives
reimbursement directly from patients through co-pay and self-pay arrangements.

Revenue
from the Medicare program is based on reimbursement rates set by governmental authorities and revenue from contracted commercial payors is recorded at the negotiated contractual
rate. Revenue from non-contracted commercial payors is recorded at net realizable value based on historical payment patterns. Billings for services reimbursed by contract third party
payors, including Medicare, are recorded as revenues net of allowances for differences between amounts billed and the estimated receipts from such payors. Adjustments to the estimated receipts, based
on final settlement with the third party payors, are recorded upon settlement. If the Company does not have consistent historical information regarding collectability from a given payor, revenue is
recognized when cash is received. Unearned amounts are appropriately deferred until service is performed.

Effective
September 1, 2009, the Medicare reimbursement rate for MCOT services was reduced by 33%. For the years ended December 31, 2010, 2009 and 2008, the
Medicare revenue as a percentage of the Company's total revenue was 35%, 36% and 33%, respectively. Effective January 1, 2011, the Medicare reimbursement rate for MCOT services was
reduced another 2% to $739.

Other
revenue in 2009 and 2008 consisted mainly of information technology services provided to an affiliate of a stockholder, is recognized at the contractually established rate and is
recognized at the time service is provided.



Accounts receivable are recorded at the time revenue is recognized, net of contractual allowances and are presented on the balance
sheet net of allowance for doubtful accounts. The Company performs analyses to evaluate the net realizable value of accounts receivable as of the balance sheet date. Specifically, the Company
considers historical realization data, accounts receivable aging trends, other operating trends and relevant business conditions. Because of continuing changes in the health care industry and third
party reimbursement, it is possible that our estimates could change, which could have a material impact on our operations and cash flows.

The
Company realized improvements in its billing procedures and cash collections activity during 2010 and experienced a corresponding decline in its days sales outstanding. The Company
believes that it can realize additional improvement in its billing and collection processes, and engaged a third party consultant that is a specialist with significant experience in medical claims
reimbursement to assist. The first phase of the project included a review of all outstanding receivables. This review was substantially

52

---



Table of Contents

complete
by the end of the fourth quarter of 2010, and did not result in material adjustments to the estimate of allowances for doubtful accounts. The second phase of the project, expected to be
completed in the first half of 2011, will include an internal review of the recommendations for changes in the Company's patient intake, billing and reimbursement practices and processes.

During
the third quarter of 2010, Highmark Medical Services conducted a prepayment review of the Company's Medicare claims. This review involved an evaluation of medical records and
application of clinical judgment by Highmark about whether a service is covered, and is reasonable and necessary. As a result of this review, reimbursement payments to the Company were temporarily
suspended in the third quarter of 2010. Effective October 25, 2010, Highmark completed the prepayment review and the Company's cash collections resumed for its Medicare claims during November
2010. As of December 31, 2010, substantially all of the outstanding receivables related to the prepayment review were collected.

The
ultimate collection of accounts receivable may not be known for several months after services have been provided and billed. The Company records bad debt expense based on the aging
of the receivable using historical Company-specific data. The percentages and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and
analyses, including current and historical cash collections, and the aging of specific receivables. The Company will write-off receivables when the likelihood for collection is remote, the
receivables have been fully reserved, and when the Company believes collection efforts have been fully exhausted and it does not intend to devote additional resources in attempting to collect. Prior
to the third quarter of 2010, the Company performed an annual accounts receivable write-off in the fourth quarter. Beginning in the third quarter of 2010, the Company has determined it
will evaluate outstanding receivables and perform write-offs quarterly going forward. The Company wrote off $29.2 million and $12.0 million of receivables for the years ended
December 31, 2010 and 2009, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. Additionally, the Company recorded bad debt
expense of $18.6 million and $20.0 million for the years ended December 31, 2010 and 2009, respectively. Based on collection experience in 2010 and 2009, the Company recorded
additional bad debt expense of $11.7 million and $9.1 million, in 2010 and 2009 respectively, related to prior years' accounts receivable.



ASC 718,CompensationStock Compensation, addresses the accounting for
share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair
value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 requires that an entity measure the cost of equity-based service awards based on
the grant-date fair value of the award and recognize the cost of such awards over the period during which the employee is required to provide service in exchange for the award (the vesting
period). ASC 718 requires that an entity measure the cost of liability-based service awards based on current fair value that is re-measured subsequently at each reporting date through the
settlement date. The Company accounts for equity awards issued to non-employees in accordance with ASC 505-50,Equity-Based Payments to
Non-Employees.

We
estimate the fair value of our share-based awards to employees and directors using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the use
of certain subjective assumptions. The most significant of these assumptions are our estimates of the expected volatility of the market price of our stock and the expected term of the award. We base
our estimates of expected volatility on a group of similar entities whose stock prices are publicly available. The expected term represents the period of time that stock-based awards granted are
expected to be outstanding. Other assumptions used in the Black-Scholes option valuation model include the risk-free interest rate and expected dividend yield. The risk-free
interest rate for periods pertaining to the

53

---



Table of Contents

contractual
life of each option is based on the U.S. Treasury yield of a similar duration in effect at the time of grant. We have never paid, and do not expect to pay, dividends in the foreseeable
future. The fair value of our stock-based awards was estimated at the date of grant using the following assumptions:

Year Ended December 31,2010

2009

2008Expected volatility


65.0
%

54.0
%

50.0
%Expected term (in years)


6.25


6.25


6.25Weighted-average risk-free interest rate


2.29
%

2.23
%

2.60
%Expected dividends


0.0
%

0.0
%

0.0
%Weighted-average grant date fair value per share

$
3.95

$
10.26

$
12.17


ASC
718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Forfeitures are estimated
based on our historical experience and separate groups of employees that have similar historical forfeiture behavior are separately considered for expense recognition.

In
the absence of a public trading market for our common stock prior to our initial public offering on March 18, 2008 and for the year-to-date period ended
March 18, 2008, the
day prior to our initial public offering, was determined by our Board of Directors in good faith based upon consideration of a number of objective and subjective factors. The approach we used was
consistent with the methods outlined in the AICPA Practice Aid,Valuation of Privately-Held-Company Equity Securities Issued as
Compensation. Based on our assessment, we concluded that the fair value of our common stock ranged from $13.38 to $18.30 per share for the periods prior to our initial public
offering.



The Company considers its business to be one reporting unit for the purpose of performing its goodwill impairment analysis. Goodwill is
reviewed for impairment annually, or when events arise that could indicate that impairment exists. To determine whether impairment exists, the Company estimates the fair value of the reporting unit
using an income approach, generally a discounted cash flow methodology that includes assumptions for, among other things, forecasted income, cash flow, growth rates, income tax rates, expected tax
benefits and long-term discount rates, all of which require significant judgment. The Company also considers comparable market data to assist in determining the fair value of its reporting
unit. There are inherent uncertainties related to these factors and the judgment applied in the analysis. The Company believes that the combination of an income and a market approach provides a
reasonable basis to estimate the fair value of the reporting unit. If the estimated fair value of the reporting unit is less than its carrying value, impairment may exist and additional analysis will
be undertaken to determine the amount of impairment.

In
accordance with ASC 350-20-35,IntangiblesGoodwill and Other, and based on the results of the
analyses performed, no impairment loss has been recorded for the years ended December 31, 2010 or 2009. Acquired intangible assets consist of trade names, customer relationships, proprietary
technology and signed backlog. The Company amortizes acquired intangible assets over their estimated useful lives on a straight-line basis.

Statements of Operations Overview



Our principal source of revenue is patient revenue from cardiac monitoring services. The amount of revenue generated is based on the
number of patients enrolled through physician prescriptions and the rates reimbursed to us by commercial payors, patients and Medicare. Reimbursement rates are set by a contract reimbursement
provider, Highmark Medicare Services ("HMS"), on behalf of the Centers

54

---



Table of Contents

for
Medicare and Medicaid Services ("CMS") on a case rate basis for the Medicare program. Rates are also set through negotiations with commercial payors who may pay either a case rate or a daily
monitoring rate. From 2002 through September 2009, our average case rate for monitoring Medicare patients remained relatively stable. Effective September 1, 2009, our Medicare reimbursement
rate for our MCOT services was reduced by 33% from $1,123 to $754. During 2010, we achieved a national price set by CMS that became effective January 1, 2011. On that date, our
Medicare reimbursement rate declined another 2% from $754 to $739. We do not believe the decision to reduce our rate in 2009, nor the national pricing level we began receiving effective
January 1, 2011, appropriately reflect the value provided and cost incurred to provide the service. We will continue to work with CMS to establish a reimbursement rate that we believe
appropriately reflects the value MCOT provides. Overall, we experienced a decline in commercial pricing in the first half of 2009 as many of the larger payors brought their prices to be
more in line with the previous Medicare price of $1,123. Commercial prices stabilized in the latter half of 2009 and the first half of 2010. In the second half of 2010, we experienced a decline in
commercial pricing as a result of certain non-contracted commercial payors no longer reimbursing us for our services.

We
expect pricing to decline over time in a manner consistent with the introduction and penetration of a premium priced service due to competition and the introduction of new
technologies. Since our MCOT services are relatively new and the reimbursement status is evolving, our revenues are subject to fluctuations due to increases or decreases in rates and
decisions by payors regarding reimbursement.

For
the event, Holter and pacemaker monitoring market, we expect the price to remain constant or decline as the new generation technology gains wider acceptance in the market. The
established 2007 Medicare rates were relatively stable through 2009 for our event and Holter monitoring services. Rates for both event and Holter declined slightly in 2010. We expect reimbursement
rates for event and Holter monitoring services to remain stable or increase slightly in 2011.

We
believe MCOT revenue will increase as a percentage of revenue going forward as we emphasize this service, continue our geographic expansion and achieve greater market
penetration in existing markets. We expect that the event, Holter and pacemaker monitoring services revenues will remain constant or decline in absolute terms as the old technology is replaced and
therefore, decrease
as a percentage of revenue going forward. Our revenues are seasonal, as the volume of prescriptions tends to slow down in the summer months due to the more limited use of our monitoring solutions as
physicians and patients vacation.



Gross profit consists of revenue less the cost of revenue. Cost of revenue includes:



55

---



Table of Contents

For
the year ended December 31, 2010, our gross profit margin was 60.4%. We expect multiple factors to influence our gross profit margins in the foreseeable future. First, should
reimbursement rates
decline this would have an adverse affect on our gross profit margin. In the past, we have seen commercial payors migrate down toward the Medicare rate over time. Second, we expect to continue to
achieve efficiencies in cost of revenues through process improvements, as well as from a reduction in the cost of our devices. These factors will have a favorable impact on our gross profit margins.
While these factors are offsetting, it is difficult to predict how quickly they will influence our gross profit margins.



Sales and marketing expense consists primarily of salaries and benefits related to account executives, marketing personnel and
contracting personnel, account executive commissions, travel and other reimbursable expenses, and marketing programs such as trade shows and marketing campaigns.

In
2010, we rationalized the sales force by consolidating low volume and underperforming territories. We also consolidated our specialty account executives into our sales force. As a
result, we still maintain the same geographic coverage in 49 states. We also increased our marketing activities to better support the reduction in total number of account executives.



Research and development expense consists primarily of salaries and benefits of personnel and the cost of subcontractors who work on
the development of the hardware and software for our next generation monitors and enhance the hardware and software of our existing monitors. Expenses related to clinical trials are also included in
research and development expenses.



General and administrative expense consists primarily of salaries and benefits related to general and administrative personnel,
stock-based compensation, professional fees primarily related to legal and audit fees, facilities expenses and the related overhead.



The Company had approximately $1.6 million in taxes receivable as of December 31, 2010 related to overpayments in 2009.
We made estimated payments in the second quarter of 2009 based on projected pre-tax income for the full fiscal year 2009. In the third quarter of 2009, our projections changed to an
anticipated pre-tax loss. We have determined to either take a refund of certain of the 2009 overpayments, or apply the overpayment to current or future taxes owed depending on the taxing
authority. At the end of 2010, we had gross deferred tax assets totaling approximately $44.3 million, consisting primarily of federal and state net operating loss and credit carryforwards. The
pre-tax loss resulted in an effective tax rate of (1.34)% for 2010. The Company has $74.3 million of federal net operating loss carryforwards remaining for use in future periods.



During the first quarter of 2010, the Company undertook an initiative to streamline its sales and service organizations and reduce
support costs company-wide. It also initiated plans to close its event monitoring facility in Georgia and consolidate it with the Company's monitoring facilities in Pennsylvania and
Minnesota. The Company realized cost efficiencies by undertaking these initiatives.

The
restructuring plan involved the elimination of approximately 100 positions. The restructuring activities were substantially complete as of December 31, 2010. The Company
incurred restructuring

56

---



Table of Contents

expenses
of $3.5 million for the year ended December 31, 2010, and does not expect to incur additional charges related to this restructuring plan.

The
Company incurred other charges of $1.1 million for the year ended December 31, 2010, including legal costs related to the Company's defense of class-action and Biotel
lawsuits. Additional information regarding legal proceedings can be found in Note 15 to our consolidated financial statements.

Results of Operations



Revenue.Total revenue for the year ended December 31, 2010 decreased to $119.9 million from $140.6 million for the year
ended
December 31, 2009, a decrease of $20.7 million, or 14.7%. MCOT revenue decreased $19.0 million due to a decrease in MCOT reimbursement rates totaling
$25.4 million. The decrease in reimbursement rates was offset by an increase in volume in 2010 compared to 2009, or $4.7 million. Additionally, there was a decrease in event, Holter and
other revenue of $1.7 million for the year ended December 31, 2010 compared to the year ended December 31, 2009, due to both volume and price declines.

Gross Profit.Gross profit decreased to $72.4 million for the year ended December 31, 2010 from $91.9 million for the
year ended
December 31, 2009. The decrease of $19.5 million was due to a decrease in revenue offset by $3.8 million of lower cost of sales resulting from our Company-wide cost
reduction initiatives for the year ended December 31, 2010 compared to the year ended December 31, 2009. Gross profit as a percentage of revenue declined to 60.4% for the year ended
December 31, 2010 compared to 65.4% for the year ended December 31, 2009 due to pricing pressures, partially offset by operational efficiencies.

General and Administrative Expense.General and administrative expense was $34.6 million for the year ended December 31, 2010
compared
to $39.1 million for the year ended December 31, 2009. The decrease of $4.5 million, or 11.5%, was due primarily to our cost reduction efforts resulting in a decrease in stock
compensation expense of $2.2 million, professional fees of $0.7 million, payroll costs of $1.1 million and other costs of $0.5 million. As a percent of total revenues,
general and administrative expense was 28.9% for the year ended December 31, 2010 compared to 27.8% for the year ended December 31, 2009.

Sales and Marketing Expense.Sales and marketing expense was $29.3 million for the year ended December 31, 2010 compared to
$34.7 million for the year ended December 31, 2009. The decrease of $5.4 million, or 15.3%, was due to lower payroll, travel and stock based compensation costs primarily resulting
from Company-wide cost reduction efforts in 2010. As a percentage of total revenues, sales and marketing expense was 24.5% for the year ended December 31, 2010 compared to 24.6% for
the year ended December 31, 2009.

Bad Debt Expense.Bad debt expense was $18.6 million for the year ended December 31, 2010 compared to $20.0 million for
the year
ended December 31, 2009. The decrease of $1.4 million, or 7.0%, was due to lower gross receivable balances moving into older aging brackets with higher reserve percentages, which was
primarily a result of improved cash collections during 2010. The bad debt expense we recorded was based upon an evaluation of our historical collection experience and a review of outstanding accounts
receivable, by age, for our various payor classes. HMS' prepayment review did not have an impact on the bad debt expense for the year ended December 31, 2010. As a percentage of total revenues,
bad debt expense was 15.5% for the year ended December 31, 2010 compared to 14.2% for the year ended December 31, 2009.

57

---



Table of Contents

Research and Development Expense.Research and development expense was $4.9 million for the year ended December 31, 2010
compared to
$5.8 million for the year ended December 31, 2009. The decrease of $0.9 million, or 15.7%, was largely due to lower consulting costs. As a percent of total revenue, research and
development expense was 4.1% for the year ended December 31, 2010 compared to 4.1% for the year ended December 31, 2009.

Integration, Restructuring and Other Charges.The Company incurred restructuring costs of $3.5 million and other charges of
$1.1 million for the year ended December 31, 2010. The restructuring costs included $2.1 million of severance and employee related costs and $1.4 million of other charges
related to the 2010 restructuring plan. The 2010 restructuring plan included the consolidation of the Company's sales and service organizations, the closure of the Company's event monitoring facility
in Georgia and consolidation with its monitoring facilities in Pennsylvania and Minnesota, and an overall reduction of administrative costs company-wide. Integration, restructuring and
other charges were 3.9% of total revenues for the year ended December 31, 2010. The other charges related to legal costs and other miscellaneous items.

Integration,
restructuring and other charges were $13.0 million for the year ended December 31, 2009. The Company incurred a one-time charge of
$9.8 million related to the cancellation of unvested stock options held by certain of the Company's executive officers, severance expenses of $2.1 million related to the departure of
certain executives, including the Company's former Chief Executive Officer, in the first quarter of 2009 and $1.2 million of costs associated with the 2009 restructuring plan activities that
were initiated in the third quarter of 2009. These costs were offset slightly by a realized gain of $0.2 million from insurance proceeds related to the Conshohocken fire in 2008. Integration,
restructuring and other charges were 9.2% of total revenues for the year ended December 31, 2009.

Other Income.Net interest income was $0.1 million for the year ended December 31, 2010, a decrease of $0.1 million, or
47.2%
from $0.2 million for the year ended December 31, 2009. The Company had additional interest income and realized gains on available-for-sale investments, all of
which were primarily offset by amortization of bond premiums during 2010.

Income Taxes.The Company's effective tax rate was (1.34)% for the year ended December 31, 2010, compared to an effective tax rate
of zero for
the year ended December 31, 2009. The tax expense resulted from certain state taxes that are based on gross receipts rather than income. Additionally, the Company recognized tax expense related
to the reconciliation of its prior year provision to tax return filed during 2010.

Net Loss.The Company incurred a net loss of $19.9 million for the year ended December 31, 2010 compared to a net loss of
$20.5 million for the year ended December 31, 2009.



Revenue.Total revenue for the year ended December 31, 2009 increased to $140.6 million from $120.5 million for the year
ended
December 31, 2008, an increase of $20.1 million, or 16.7%. MCOT revenue increased $24.7 million due to an increase in sales volume, partially offset by a decrease in
MCOT reimbursement rates. The net increase in
MCOT revenue was offset by a decrease in PDSHeart and other revenue of $4.6 million resulting from a reduction of volume.

Gross Profit.Gross profit increased to $91.9 million for the year ended December 31, 2009, or 65.4% of revenue, from
$80.5 million for the year ended December 31, 2008, or 66.9% of revenue. The increase of $11.4 million, or 14.1%, was due to increased volume from MCOT services,
offset by an increase of $5.3 million of payroll expense due to higher headcount, increased depreciation expense of $2.0 million related to additional devices being in service in the
2009 period compared to the 2008 period and an increase in other costs of $1.4 million. As a percentage of revenue gross margin declined 1.5%. This decline was largely a result of the reduction
in reimbursement rates the Company

58

---



Table of Contents

experienced
in 2009. The impact of the reduction in rates was partially offset by efficiencies gained in the Company's operations a result of the 2009 restructuring plan.

General and Administrative Expense.General and administrative expense increased to $39.1 million for the year ended
December 31, 2009
from $27.6 million for the year ended December 31, 2008. This increase of $11.5 million, or 41.8%, was primarily due to an increase in stock compensation expense of
$4.2 million, increase in payroll expense largely resulting from the investment in the customer care organization of $2.6 million, increase in legal fees of $1.6 million and
$3.1 million of other increased expenses resulting from depreciation, professional fees and rent expense. As a percentage of total revenue, general and administrative expense was 27.8% for the
year ended December 31, 2009 compared to 22.9% for the year ended December 31, 2008.

Sales and Marketing Expense.Sales and marketing expense was $34.7 million for the year ended December 31, 2009 compared to
$21.1 million for the year ended December 31, 2008. The increase of $13.6 million, or 64.2%, was due to the growth of the sales force and sales operations infrastructure. As a
percent of total revenue, sales and marketing expense was 24.6% for the year ended December 31, 2009 compared to 17.5% for the year ended December 31, 2008.

Bad Debt Expense.Bad debt expense was $20.0 million for the year ended December 31, 2009 compared to $13.3 million for
the year
ended December 31, 2008. The increase of $6.7 million, or 50.8%, was due to several operational challenges the Company experienced in the first half of 2009 and the implementation of a
new CPT code. Operational challenges included billing and collections inefficiencies, which led to a longer billing cycle, declined cash collections and receivables that aged to
a point that became uncollectible due to the passage of time. Additionally, the implementation of the Category I CPT code 93229 established by the American Medical Association for Mobile
Cardiovascular Telemetry occurred in the same time frame as the impact from the operational challenges. The implementation of the CPT code caused an already complicated reimbursement environment with
insurance carriers to become more complex. The various challenges experienced from working with payors during the implementation of the CPT code took longer than anticipated to resolve. Ultimately,
due to the operational challenges and implementation of the CPT code, a large portion of receivables remained outstanding compared to the prior year, and were deemed uncollectible as they aged. As a
percentage of total revenues, bad debt expense was 14.2% for the year ended December 31, 2009 compared to 11.0% for the year ended December 31, 2008.

Research and Development Expense.Research and development expense was $5.8 million for the year ended December 31, 2009
compared to
$4.0 million for the year ended December 31, 2008. The increase of $1.8 million, or 45.3%, was due primarily to an increase in payroll expense and consulting fees as the Company
builds its next generation device. As a percent of total revenue, research and development expense increased to 4.1% for the year ended December 31, 2009 from 3.3% for the year ended
December 31, 2008.

Integration, Restructuring and Other Charges.Integration, restructuring and other charges were $13.0 million, or 9.2% of revenue,
for the
year ended December 31, 2009. The amount is comprised primarily of a one-time charge of $9.8 million related to the cancellation of unvested stock options held by certain of
the Company's executive officers, severance expenses of $2.1 million related to the departure of certain executives, including the Company's former Chief Executive Officer, in the first quarter
of 2009 and $1.2 million of costs associated with the 2009 restructuring plan activities that were initiated in the third quarter of 2009. The 2009 restructuring plan included the consolidation
and closure of the Company's event monitoring facility in Florida with its event monitoring facility in Georgia, the shift of the majority of the Company's manufacturing activities to its Chester, PA
facility, and an overall reduction of support costs company-wide. These costs were offset slightly by a realized gain of $0.2 million in 2009 from insurance proceeds related to a
fire at our Conshohocken facility in August 2008.

59

---



Table of Contents

For
the year ended December 31, 2008, integration, restructuring and other charges were $4.9 million. Integration charges relating to the PDSHeart acquisition were
$1.0 million for the year ended December 31, 2008, and restructuring charges relating to consolidating our Finance and Human Resources functions in Pennsylvania were $1.0 million.
Secondary offering costs were $0.9 million, costs related to the resolution of intellectual property litigation were $1.0 million and other nonrecurring charges related to the departure
of certain directors were $1.1 million for the year ended December 31,
2008. These costs were offset slightly by a realized gain of $0.1 million in 2008 from insurance proceeds related to the Conshohocken fire in 2008.

Other Income.Net interest income was $0.2 million for the year ended December 31, 2009, a decrease of $0.8 million, or
82.1%
from $1.0 million for the year ended December 31, 2008. The decrease was primarily due to lower short term interest rates and a lower average cash balance in 2009 compared to 2008.

Income Taxes.The Company's effective tax rate was zero for the year ended December 31, 2009, compared to an effective tax rate of
13.9% for
the year ended December 31, 2008. The decrease in the effective tax rate is due primarily to the pre-tax loss incurred for the year ended December 31, 2009, compared to
pre-tax income for the year ended December 31, 2008.

Net (Loss) Income.The Company incurred a net loss of $20.5 million for the year ended December 31, 2009, a decline from net
income of
$6.6 million for the year ended December 31, 2008.



As of December 31, 2010, our principal source of liquidity was cash and cash equivalents of $18.7 million,
available-for-sale investments of $26.8 million and net accounts receivable of $28.0 million. The Company has no short or long-term debt and does not
anticipate needing to secure financing from external sources for cash to operate the business. The Company had working capital of $60.6 million as of December 31, 2010. We believe that
our existing cash and cash equivalents balances will be sufficient to meet our anticipated cash requirements for the foreseeable future.

The
Company generated $10.4 million of cash from operations for the year ended December 31, 2010, primarily through revenue and improved cash collection efforts. Cash was
used primarily to fund the Company's net working capital cash flow requirements of $13.3 million. The Company's working capital requirements were driven primarily by a decrease in accounts
payable as the Company had less outstanding payables for capital expenditures compared to 2009. In addition, we experienced a reduction in accrued payroll and restructuring as a significant portion of
activities initiated by the 2009 restructuring plan were completed during 2010. Additionally, the Company had $15.6 million of
non-cash items related to depreciation and stock compensation expense during the twelve month period.

The
Company used $5.2 million for the investment in medical devices for use in its ongoing operations for the year ended December 31, 2010. In addition, the Company used
$36.9 million for the purchase of available-for-sale securities for the year ended December 31, 2010. The Company believes that the
available-for-sale investments can be converted to cash in a short period of time, if needed, as all of our securities will mature within one year.

Prior
to the completion of our initial public offering, our operations were financed primarily through the private placement of equity securities and both long-term and
short-term debt financings. We completed a financing involving shares of our mandatorily redeemable convertible preferred stock in March 2007, in which we received net proceeds of
approximately $102.1 million. We completed our initial public offering in March 2008, in which we received net proceeds, after underwriting discounts and offering expenses, of approximately
$46.7 million. As a result of the public offering, all outstanding mandatorily redeemable convertible preferred stock was converted to common stock. From the time of

60

---



Table of Contents

the
public offering through December 31, 2010, we have not used the proceeds other than to repay outstanding debt and make certain contingent payments triggered by the public offering. The
remainder of the funds have been invested primarily in available-for-sale investments.

If
the Company determines that it needs to raise additional capital, such capital may not be available on reasonable terms, or at all. If the Company raises additional funds by issuing
equity securities, its existing stockholders' ownership will be diluted. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment
obligations as well as covenants and specific financial ratios that may restrict its ability to operate the business.

Contractual Obligations and Commitments

The following table describes our long-term contractual obligations and commitments as of December 31, 2010:

(in thousands)
Payments due by periodContractual obligations

Total

2011

2012

2013

2014

2015

BeyondOperating lease obligations


6,835


2,538


2,076


1,997


177


47


Total

$
6,835

$
2,538

$
2,076

$
1,997

$
177


47

$



As
of December 31, 2010, the Company is bound under eight facility leases, and several office equipment leases that are included in the table above. From time to time, we may
enter into contracts or purchase orders with third parties under which we may be required to make payments. Our payment
obligations under certain agreements will depend on, among other things, the progress of our development programs. Therefore, we are unable at this time to estimate with certainty the potential future
costs we will incur under these agreements or purchase orders.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06,Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of
fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and
liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs
(Level 3). Level 3 reconciliations should present separately information about purchases, sales, issuances and settlements. To date, the Company has not had any assets or liabilities
that transferred in or out of fair value hierarchy levels. This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances and settlements in the Level 3 reconciliations, which is effective for fiscal years beginning after December 15, 2010. This guidance did not have an impact on
the Company's results of operations or financial position. The Company adopted this guidance effective December 31, 2009. The Company believes the enhanced Level 3 disclosures will not
have an impact on the Company's results of operations or financial position.

In
February 2010, the FASB issued ASU No. 2010-09,Subsequent Events (Topic 855). The guidance requires an SEC filer to
evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The
guidance became effective for the Company upon issuance and had no impact on the Company's results of operations or financial position.

61

---



Table of Contents

In
December 2010, the FASB issued ASU No. 2010-29,IntangiblesGoodwill and Other (Topic 350). The
guidance requires entities that have recognized goodwill and have one or more reporting unit whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative
to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an
entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance defined in ASC
350-20-35-30,IntangiblesGoodwill and
Other, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. The amendments are effective for fiscal years beginning after December 15, 2010. The Company does not believe the adoption
of ASU No. 2010-28 will have an impact on the Company's results of operations or financial position.

In
December 2010, the FASB issued ASU No. 2010-29,Business Combinations (Topic 805): Disclosing of Supplementary Pro Forma Information for
Business Combinations. The guidance affects any public entity as defined by ASC 805,Business Combination, which enters into
business combinations that are material on an individual or aggregate basis. The comparative financial statements should present and disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro
forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma
revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2010. The Company does not believe the adoption of ASU No. 2010-29 will have an impact on the Company's results of operations or financial position.

Off-Balance Sheet Arrangements

As of December 31, 2010 and 2009, we did not have any relationships with unconsolidated entities or financial partnerships, such
as entities referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents as of December 31, 2010 were $18.7 million, and consisted primarily of cash and money
market funds with maturities of less than 90 days. We also invest our excess funds, which were $26.8 million as of December 31, 2010, in available-for-sale
securities. The Company earned approximately $0.5 million in interest during 2010. A decrease in interest rates of 100 basis points would not have a material impact on the Company's financial
results. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations while, at the same time, maximizing the income we receive from our
investments without significantly increasing risk. To achieve this objective,
our investment policy allows us to maintain a portfolio of cash equivalents and short term investments in a variety of securities including money market funds and corporate debt securities. Due to the
short term nature of our investments, we believe we have no material exposure to interest rate risk.

62

---





Table of Contents

Item 8.    Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Shareholders
CardioNet, Inc.

We
have audited the accompanying consolidated balance sheets of CardioNet, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations,
cash flows, and redeemable convertible preferred stock and shareholders' equity for each of the three years in the period ended December 31, 2010. Our audits also included the financial
statement schedule listed at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CardioNet, Inc. at December 31,
2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CardioNet, Inc.'s internal control over financial
reporting as of December 31, 2010, based on criteria established in "Internal ControlIntegrated Framework" issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2011 expressed an unqualified opinion thereon.



Philadelphia,
Pennsylvania
February 25, 2011

63

---





Table of Contents

CARDIONET, INC.        CONSOLIDATED BALANCE SHEETS        (In thousands, except shares and per share amounts.)

December 31,2010

2009AssetsCurrent assets:Cash and cash equivalents

$
18,705

$
49,152Short-term available-for-sale investments


26,779


Accounts receivable, net of allowance for doubtful accounts of $11,779 and $22,396 at December 31, 2010 and 2009, respectively


24,978


40,885Other receivables


3,041


Inventory


1,461


Prepaid expenses and other current assets


3,086


2,818Total current assets


78,050


92,855Property and equipment, net


22,000


28,243Intangible assets, net


3,764


939Goodwill


49,362


45,999Other assets


3,516


286Total assets

$
156,692

$
168,322Liabilities and shareholders' equityCurrent liabilities:Accounts payable

$
7,127

$
7,160Accrued expenses


9,881


9,919Deferred revenue


408


393Total current liabilities


17,416


17,472Deferred tax liability


3,191


Deferred rent


1,157


1,497Total liabilities


21,764


18,969Shareholders' equityCommon stock$.001 par value as of December 31, 2010 and 2009; 200,000,000 shares authorized as of December 31, 2010 and 2009; 24,251,170
and 23,965,405 shares issued and outstanding at December 31, 2010 and 2009, respectively


24


24Paid-in capital


247,747


242,320Accumulated other comprehensive income


8


Accumulated deficit


(112,851
)

(92,991
)Total shareholders' equity


134,928


149,353Total liabilities and shareholders' equity

$
156,692

$
168,322


See
accompanying notes.

64

---





Table of Contents

CARDIONET, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except shares and per share amounts.)

Year Ended December 31,2010

2009

2008Revenues:Net patient service revenues

$
119,924

$
140,233

$
119,764Other revenues





388


690Total revenues


119,924


140,621


120,454Cost of revenue


47,492


48,688


39,913Gross profit


72,432


91,933


80,541Operating expenses:General and administrative


34,657


39,153


27,607Sales and marketing


29,338


34,656


21,111Bad debt expense


18,578


19,982


13,253Research and development


4,897


5,810


3,999Integration, restructuring and other charges


4,654


12,981


4,880Total operating expenses


92,124


112,582


70,850(Loss) income from operations


(19,692
)

(20,649
)

9,691Other income (expense):Interest income


97


190


1,167Interest expense


(3
)

(12
)

(170
)Total other income


94


178


997(Loss) income before income taxes


(19,598
)

(20,471
)

10,688Provision for income taxes


262


5


1,483Net (loss) income


(19,860
)

(20,476
)

9,205Dividends on and accretion of mandatorily redeemable convertible preferred stock








(2,597
)Net (loss) income available to common shareholders

$
(19,860
)
$
(20,476
)
$
6,608Net (loss) income per common share:Basic

$
(0.82
)
$
(0.86
)
$
0.36Diluted

$
(0.82
)
$
(0.86
)
$
0.29Weighted average number of common shares outstanding:Basic


24,109,085


23,771,368


18,348,594Diluted


24,109,085


23,771,368


22,658,813


See
accompanying notes.

65

---





Table of Contents

CARDIONET, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands, except shares and per share amounts.)

Year Ended December 31,2010

2009

2008Operating activitiesNet (loss) income

$
(19,860
)
$
(20,476
)
$
9,205Adjustments to reconcile net (loss) income to net cash provided by operating activities:Depreciation


11,696


10,053


7,709Loss on the disposal of property & equipment


807


408


423(Decrease) increase in deferred rent


(340
)

532


86Provision for doubtful accounts


18,578


19,982


13,253Stock-based compensation


3,945


16,625


3,392Amortization of intangibles


375


884


984Amortization of investment premium


421





Changes in operating assets and liabilities:Accounts receivable


(3,062
)

(21,436
)

(29,687
)Prepaid expenses and other current assets





(1,759
)

(772
)Other assets


(2,043
)

238


2,077Accounts payable


(1,182
)

3,322


(134
)Accrued and other liabilities


1,027


(469
)

3,772Net cash provided by operating activities


10,362


7,904


10,308Investing activitiesPurchases of property and equipment


(5,247
)

(19,938
)

(11,804
)Purchases of short-term available-for-sale investments


(36,942
)




Sale or maturity of short-term available-for-sale investments


9,750





Acquisition of business, net of cash acquired


(9,852
)




(4,836
)Net cash used in investing activities


(42,291
)

(19,938
)

(16,640
)Financing activitiesProceeds from issuance of common stock


10


36


46,475Proceeds from the exercise of employee stock options and employee stock purchase plan contributions


1,472


3,051


2,539Proceeds from issuance of debt








500Repayment of debt





(72
)

(3,171
)Payments received on shareholder notes








69Net cash provided by financing activities


1,482


3,015


46,412Net (decrease) increase in cash and cash equivalents


(30,447
)

(9,019
)

40,080Cash and cash equivalentsbeginning of period


49,152


58,171


18,091Cash and cash equivalentsend of period

$
18,705

$
49,152

$
58,171Supplemental disclosure of cash flow informationCash paid for interest

$
3

$
12

$
386Cash paid for taxes

$
692

$
6,218


Supplemental disclosure for noncash financing activitiesNoncash dividends paid on mandatorily redeemable convertible preferred stock








2,597Mandatorily redeemable convertible preferred stock converted to common stock related to the initial public offering








117,899Convertible preferred stock converted to common stock in connection with the initial public offering








53,456


See accompanying notes.

66

---





Table of Contents

CARDIONET, INC.
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND SHAREHOLDERS' EQUITY
(In thousands, except share amounts.)

Redeemable
Convertible
Preferred StockShareholders' EquityMandatorily
Redeemable
Convertible
Preferred StockConvertible
Preferred StockCommon Stock



Accumulated
Other
Comprehensive
IncomePaid-in
Capital

Accumulated
Deficit

Total
Shareholders'
EquityShares

Amount

Shares

Amount

Shares

AmountBalance, December 31, 2007


114,839


115,302


17,670,106


53,456


3,130,054


1,399








(81,720
)

(26,865
)Issuance/vesting of common stock














61,551





69








69Exercise of stock options and purchase of shares related to the employee stock purchase plan














474,989


1


2,538








2,539Stock based compensation




















3,392








3,392Dividend on and accretion of MRCPS





2,597














(2,597
)







(2,597
)Conversion of MRCPS to common stock


(114,839
)

(117,899
)







7,680,902


8


117,891








117,899Conversion of Convertible Preferred Stock








(17,670,106
)

(53,456
)

8,835,042


(1,387
)

54,843








Proceeds from IPO (net of underwriter commissions)














3,000,000


3


46,472








46,475Exercise of warrants














294,599














Net income


























9,205


9,205Balance, December 31, 2008














23,477,137


24


222,608





(72,515
)

150,117Issuance/vesting of common stock














129,618





1,026








1,026Exercise of stock options and purchase of shares related to the employee stock purchase plan














353,124





3,051








3,051Stock based compensation




















15,635








15,635Exercise of warrants














5,526














Net loss


























(20,476
)

(20,476
)Balance December 31, 2009














23,965,405


24


242,320





(92,991
)

149,353Issuance/vesting of common stock














22,083





1,422








1,422Exercise of stock options and purchase of shares related to the employee stock purchase plan














263,682





1,472








1,472Stock based compensation




















2,533








2,533Comprehensive loss:Net loss


























(19,860
)

(19,860
)Changes in unrealized gain on available-for-sale investments























8





8Total comprehensive loss





























(19,852
)Balance December 31, 2010




$





$



24,251,170

$
24

$
247,747

$
8

$
(112,851
)
$
134,928


See accompanying notes.

67

---





Table of Contents

CARDIONET, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        Years Ended December 31, 2010, 2009 and 2008        (In thousands,
except shares and per share amounts.)

1. Organization and Description of Business

CardioNet is a leading provider of ambulatory, continuous, real-time outpatient management solutions for monitoring relevant and timely clinical information regarding an
individual's health. The Company's efforts have initially been focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm disorders, with a solution that it markets as Mobile
Cardiac Outpatient Telemetry (MCOT). The Company actively began developing its product platform in April 2000, and since that time, has devoted substantial resources in
advancing its patient monitoring solutions. The platform successfully integrates a wireless data transmission network, internally developed software, FDA-cleared algorithms and medical
devices, and a 24-hour monitoring service center.

The
Company has been approved as an Independent Diagnostic Testing Facility ("IDTF") for Medicare since it received 510(k) clearance for the first and second generation of our core
MCOT devices in 2002. The Company received FDA 510(k) clearance for the proprietary algorithm included in its third generation product, or C3, in October 2005. Subsequently in November
2006, the Company received FDA 510(k) clearance for its C3 system which it has incorporated as part of its monitoring solution. The Company continues to pursue innovation of new and existing medical
solutions through investments in research and development. The CardioNet Monitoring Center commenced operations in Conshohocken, PA in 2002, concurrent with its first FDA approval, and all of the
Company's MCOT arrhythmia monitoring activities are currently conducted at that location. The Company received FDA 510(k) clearance for its next generation platform, known as C5,
in April 2010 and expects the product launch to occur in early 2011. The Company continues to pursue innovation of new and existing medical solutions through investments in research and development.

In
October 2008, the Centers for Medicare and Medicaid Services ("CMS") established reimbursement rates that cover MCOT services. The reimbursement rates are applicable to
the Category I CPT codes (93228 and 93229) established by the American Medical Association ("AMA") for MCOT and became effective on January 1, 2009. Highmark Medicare
Services ("HMS") is responsible for setting the reimbursement rate on behalf of CMS for code 93229, which is the code for the technical component of our services. These billing codes allow for
automated claims adjudication, substantially simplifying the reimbursement process for physicians and payors compared to the previous process. Reimbursement prior to the use of the new CPT codes was
obtained through non-specific billing codes which require various narratives that, in most cases, involve semi-automated or manual processing, as well as additional review by
payors.

On
August 6, 2008, an underwritten secondary public offering of shares of common stock held by certain of the Company's existing stockholders was completed. The Company did not
issue any shares and received no proceeds in connection with such offering.

On
March 25, 2008, the Company completed its initial public offering generating net proceeds to the Company of approximately $46.7 million, after deducting underwriter
commissions and offering expenses. Upon the closing of the Company's initial public offering, all outstanding shares of the Company's mandatorily redeemable convertible preferred stock and convertible
preferred stock converted into shares of common stock. At December 31, 2008, the Company had no shares of preferred stock outstanding.

68

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

1. Organization and Description of Business (Continued)

On
February 25, 2008, the Board of Directors of the Company, subject to stockholder approval, approved a reverse stock split of the Company's common stock at a ratio of one share
for every two
shares previously held. On March 5, 2008, the stockholders of the Company approved the reverse stock split and the reverse stock split became effective. All common stock share and
per-share data included in these consolidated financial statements reflect the reverse stock split.

In
March 2007, the Company acquired all of the outstanding capital stock of PDSHeart. The acquisition of PDSHeart provided three additional product lines to compliment MCOT:
event, Holter and pacemaker monitoring solutions. In addition, the acquisition supplied the Company with existing sales channels and relationships in geographic areas that were previously had not been
penetrated prior to the acquisition.

In
December 2010, the Company completed the acquisition of Biotel Inc., and its wholly owned subsidiaries, Braemar, Inc. and Agility Centralized Research
Services, Inc. The acquisition gives the Company the ability to develop, manufacture, test and market medical devices and related software to medical companies, clinics and hospitals.
Additionally, the acquisition also gave the Company access to established customer relationships, entry into the clinical trial service business and the ability to diversify its product and service
offerings. The opening balance sheet and purchase price allocation have been reflected in the consolidated financial statements as of December 31, 2010. However, due to the timing of the
acquisition, the results of operations for Biotel for the period December 21, 2010, the date of acquisition, through December 31, 2010 were not material.

2. Summary of Significant Accounting Policies



The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in consolidation.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that
management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 may differ from those estimates.



In December 2010, we completed the acquisition of Biotel, Inc., and we may pursue additional acquisitions in the future.
Business combinations are accounted for in accordance with the provisions of ASC 805,Business Combination. We are required to allocate the purchase
price of acquired companies to the tangible and intangible assets we acquired and liabilities we assumed based on their estimated fair values. This valuation requires management to make significant
estimates and assumptions,

69

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

especially
with respect to long-lived and intangible assets. Critical estimates in valuing certain of the intangible assets include, but are not limited to, future expected cash flows from
customer contracts, customer relationships, proprietary technology and discount rates. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently
uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. Other estimates associated with the accounting for acquisitions may
change as additional information becomes available regarding the assets we acquired and liabilities we assumed. For a discussion of how we allocated the purchase price of Biotel, see Note 3.



The Company's financial instruments consist mainly of cash and cash equivalent, available-for-sale investments,
accounts receivable, other current assets, accounts payable, deferred revenue and other current liabilities. The carrying value of these financial instruments approximates their fair value because of
their short-term nature. The fair value of financial instruments is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.



Cash and cash equivalents are held in U.S. financial institutions or in custodial accounts with U.S. financial institutions. Cash
equivalents are defined as liquid investments and money market funds with maturity from date of purchase of 90 days or less that are readily convertible into cash and have insignificant
interest rate risk.



Marketable securities that do not meet the definition of cash and cash equivalents are classified as
available-for-sale. Available-for-sale securities are carried at fair value, based on quoted market prices and observable inputs, with unrealized gains
and losses, reported as a separate component of stockholders' equity. We classify securities as current or non-current assets on the consolidated balance sheet based on maturity dates. The
amortized cost of debt securities is adjusted for amortization of premiums and accretions of discounts to maturity. Amortization of debt premiums and accretion of debt discounts are recorded in other
income and expense. Realized gains and losses, and declines in value, that are considered to be other-than-temporary, are recorded in other income and expense. The cost of
securities sold is based on specific identification.



Accounts receivable are recorded at the time revenue is recognized, net of contractual allowances and are presented on the balance
sheet net of allowance for doubtful accounts. The Company performs analyses to evaluate the net realizable value of accounts receivable as of the balance sheet date. Specifically, the Company
considers historical realization data, accounts receivable aging trends, other operating trends and relevant business conditions. Because of continuing changes in the health care

70

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

industry
and third party reimbursement, it is possible that our estimates could change, which could have a material impact on our operations and cash flows.

The
Company realized improvements in its billing procedures and cash collections activity during 2010 and experienced a corresponding decline in its days sales outstanding. The Company
believes that it can realize additional improvement in its billing and collection processes, and has engaged a third party consultant that is a specialist with significant experience in medical claims
reimbursement to assist. The first phase of the project will include a review of all outstanding receivables. The Company cannot reasonably determine as of the balance sheet date what impact, if any,
this review will have on the financial statements. This review was substantially complete by the end of the fourth quarter of 2010. The second phase of the project, expected to be completed in the
first half of 2011, will include an internal review of the recommendations for changes in the Company's patient intake, billing and reimbursement practices and processes.

During
the third quarter of 2010, Highmark Medical Services conducted a prepayment review of the Company's Medicare claims. This review involved an evaluation of medical records and
application of clinical judgment by Highmark about whether a service is covered, and is reasonable and necessary. As a result of this review, reimbursement payments to the Company were temporarily
suspended in the third quarter of 2010. Effective October 25, 2010, Highmark completed the prepayment review and the Company's cash collections resumed for its Medicare claims during November
2010. As of December 31, 2010, substantially all of the outstanding receivables related to the prepayment review were collected.

The
ultimate collection of accounts receivable may not be known for several months after services have been provided and billed. The Company records bad debt expense based on the aging
of the receivable using historical Company-specific data. The percentages and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and
analyses, including current and historical cash collections, and the aging of specific receivables. The Company will write-off receivables when the likelihood for collection is remote, the
receivables have been fully reserved, and when the Company believes collection efforts have been fully exhausted and it does not intend to devote additional resources in attempting to collect. Prior
to the third quarter of
2010, the Company performed an annual accounts receivable write-off in the fourth quarter. Beginning in the third quarter of 2010, the Company has determined it will evaluate outstanding
receivables and perform write-offs quarterly going forward. The Company wrote off $29,195 and $12,012 of receivables for the years ended December 31, 2010 and 2009, respectively.
The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. Additionally, the Company recorded bad debt expense of $18,578 and $19,982 for the years ended
December 31, 2010 and 2009, respectively. Based on collection experience in 2010 and 2009, the Company recorded additional bad debt expense of $11,669 and $9,112, in 2010 and 2009 respectively,
related to prior years' accounts receivable.



Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash
equivalents, short-term available-for-sale investments and accounts receivable.

71

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

The
Company maintains its cash and cash equivalents with high quality financial institutions to mitigate this risk. The Company has established guidelines to limit exposure to credit risk by placing
investments with high quality financial institutions, diversifying our investment portfolio and placing investments with maturities that maintain safety and liquidity. The Company performs ongoing
credit evaluations of its customers and generally does not require collateral. The Company records an allowance for doubtful accounts in accordance with the procedures described above.
Past-due amounts are written off against the allowance for doubtful accounts when collections are believed to be unlikely and all collection efforts have ceased.

At
December 31, 2010, 2009 and 2008, one customer accounted for 18%, 20% and 23%, respectively, of our net accounts receivable.



Inventory is valued at the lower of cost (using the average and first-in, first-out cost methods) or market
(net realizable value or replacement cost). Company management periodically reviews inventory for specific future usage, and estimates of impairment of individual inventory items are recorded to
reduce inventory to the lower of cost or market.



Property and equipment is recorded at cost. Depreciation is provided over the estimated useful life of each class of depreciable assets
(generally 2-5 years), and is computed using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated asset life or term of the
lease. Repairs and maintenance costs are charged to expense as incurred.



The Company periodically evaluates the recoverability of the carrying value of its long-lived assets based on the criteria
established in ASC 360,Property, Plant & Equipment. The Company considers historical performance and anticipated future results in its
evaluation of potential impairment. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of these assets in relation to the operating performance of the
business and the undiscounted cash flows expected to result from the use of these assets. Impairment losses are recognized when the sum of the expected future cash flows is less than the assets'
carrying value. No impairment losses have been recognized for the years ended December 31, 2010 or 2009.



The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis. Goodwill is
reviewed for impairment annually, or when events arise that could indicate that impairment exists. To determine whether impairment exists, the Company estimates the fair value of the reporting unit
using an income approach, generally a discounted cash flow methodology that includes assumptions for, among other things, forecasted income, cash flow, growth rates, income tax rates, expected tax
benefits and long-term discount rates, all of which require

72

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

significant
judgments. The Company also considers comparable market data to assist in determining the fair value of its reporting unit. There are inherent uncertainties related to these factors and
the judgment applied in the analysis. The Company believes that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of the reporting unit. If the
estimated fair value of the reporting unit is less than its carrying value, impairment may exist and additional analysis will be undertaken to determine the amount of impairment.

In
accordance with ASC 350-20-35,IntangiblesGoodwill and Other, and based on the results of the
analyses performed, no impairment loss has been recorded for the years ended December 31, 2010 or 2009. Acquired intangible assets consist of trade names, customer relationships, proprietary
technology and signed backlog. The Company amortizes acquired intangible assets over their estimated useful lives on a straight-line basis.



The Company recognizes revenue primarily from patient monitoring services, derived from its MCOT, event, Holter and
pacemaker services. The Company receives a significant portion of its revenue reimbursement from third party commercial insurance organizations and governmental entities. It also receives
reimbursement directly from patients through co-pay and self-pay arrangements.

Revenue
from the Medicare program is based on reimbursement rates set by governmental authorities and revenue from contracted commercial payors is recorded at the negotiated contractual
rate. Revenue from non-contracted commercial payors is recorded at net realizable value based on historical payment patterns.

Billings
for services reimbursed by contract third party payors, including Medicare, are recorded as revenue net of allowances for differences between amounts billed and the estimated
receipts from such payors. Adjustments to the estimated receipts, based on final settlement with the third party payors, are recorded upon settlement. If the Company does not have consistent
historical information regarding collectability from a given payor, revenue is recognized when cash is received. Unearned amounts are appropriately deferred until service is performed.

Effective
September 1, 2009, the Medicare reimbursement rate for MCOT services was reduced by 33%. For the years ended December 31, 2010, 2009 and 2008, the
Medicare revenue as a percentage of the Company's total revenue was 35%, 36% and 33%, respectively.

Other
revenue, consisting mainly of information technology services provided to an affiliate of a stockholder, is recognized at the contractually established rate and is recognized at
the time service is provided.



Advertising costs are charged to expense as incurred. For the years ended December 31, 2010, 2009 and 2008, the Company incurred
advertising costs of $823, $628, $452, respectively.

73

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)



Research and development costs are charged to expense as incurred.



The Company computes net (loss) income per share in accordance with ASC 260,Earnings Per
Share. In accordance with this guidance, basic net (loss) income per share is computed by dividing net loss per share available to common stockholders by the weighted average
number of common shares outstanding for the period, and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would
occur upon the exercise or conversion of all potentially dilutive securities into common stock using the treasury stock or if converted methods, as applicable.

The
following summarizes the potential outstanding common stock of the Company as of the end of each period:

December 31,
2010

December 31,
2009

December 31,
2008Series B warrants








6,250Employee stock purchase plan estimated share options outstanding


40,208


58,095


9,889Common stock options and restricted stock units ("RSU's") outstanding


2,102,376


1,575,645


1,635,205Common stock options available for grant


1,649,723


1,132,135


340,935Common stock held by certain employees and unvested





9,583


41,718Common stock


24,251,170


23,965,405


23,477,137Total


28,043,477


26,740,863


25,511,134


Basic
net (loss) income per share is computed by dividing net loss by the weighted average number of fully vested common shares outstanding during the period. Diluted net income per
share is computed by giving effect to all potential dilutive common shares, including stock options, warrants and convertible preferred stock.

74

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

The
following table presents the calculation of historical basic and diluted net (loss) income per share:

Year Ended December 31,2010

2009

2008(in thousands, except per share amounts)Numerator:Net (loss) income applicable to common stockholders

$
(19,860
)
$
(20,476
)
$
6,608Denominator:Weighted average common shares outstandingBasic


24,109,085


23,771,368


18,348,594Dilutive effect of the Company's employee stock compensation plans








4,310,219Weighted average shares used in computing diluted net loss per share


24,109,085


23,771,368


22,658,813Basic net (loss) income per share

$
(0.82
)
$
(0.86
)
$
0.36Diluted net (loss) income per share

$
(0.82
)
$
(0.86
)
$
0.29


If
the outstanding options and unvested stock were exercised or converted into common stock, the result would be anti-dilutive for the years ended December 31, 2010
and 2009. Accordingly, basic and diluted net loss attributable to common stockholders per share are identical for these periods presented in the accompanying consolidated statements of operations.



Comprehensive loss consists of net (loss) income for the period plus all changes to stockholders' equity that are not reflected in the
consolidated statement of operations. The following summarizes the components of the Company's comprehensive (loss) income:

Year Ended December 31,2010

2009

2008Net (loss) income applicable to common stockholders

$
(19,860
)
$
(20,476
)
$
6,608Other comprehensive income:Unrealized gain on securities


8





Total comprehensive (loss) income


(19,852
)

(20,476
)

6,608




ASC 718,CompensationStock Compensation, addresses the accounting for
share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair
value of the enterprise's equity instruments or

75

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

that
may be settled by the issuance of such equity instruments. ASC 718 requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the
award and recognize the cost of such awards over the period during which the employee is required to provide service in exchange for the award (the vesting period). ASC 718 requires that an entity
measure the cost of liability-based service awards based on current fair value that is re-measured subsequently at each reporting date through the settlement date. The Company accounts for
equity awards issued to non-employees in accordance with ASC 505-50,Equity-Based Payments to Non-Employees.



The Company accounts for income taxes under the liability method, as described in ASC 740,Income
Taxes. Deferred income taxes are recognized for the tax consequences of temporary differences between the tax and financial statement reporting bases of assets and liabilities.
A valuation allowance for net deferred tax assets is provided unless realizability is judged by us to be more likely than not.



Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash
equivalents, short-term available-for-sale investments and accounts receivable balances. Cash and cash equivalents consist primarily of cash in bank accounts, as
well as money market funds. Short-term available-for-sale investments consist of investments with high quality financial institutions. The Company diversifies its
investment portfolio and places investments with maturities that maintain safety and liquidity.

Accounts
receivable consist of amounts due to the Company from its normal business activities. The Company performs ongoing credit evaluations of its customers' financial condition and
if applicable maintains an allowance for potential credit losses.



ASC 280,Segment Reporting, establishes standards for reporting information relating to
operating segments. An operating segment is identified as a component of a business that has discrete financial information available, and one that the chief operating decision maker must decide the
level of resource allocation directed to the segment. In addition, the guidance
indicates certain quantitative thresholds for segment reporting. The Company considers its operations and manages its business as one operating segment.



In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06,Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of
fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and
liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and

76

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

2. Summary of Significant Accounting Policies (Continued)

significant
unobservable inputs (Level 3). Level 3 reconciliations should present separately information about purchases, sales, issuances and settlements. To date, the Company has not
had any assets or liabilities that transferred in or out of fair value hierarchy levels. This guidance is effective for interim and annual periods beginning after December 15, 2009, except for
the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliations, which is effective for fiscal years beginning after December 15, 2010. This guidance did
not have an impact on the Company's results of operations or financial position. The Company adopted this guidance effective December 31, 2009. The Company believes the enhanced Level 3
disclosures will not have an impact on the Company's results of operations or financial position.

In
February 2010, the FASB issued ASU No. 2010-09,Subsequent Events (Topic 855). The guidance requires an SEC filer to
evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The
guidance became effective for the Company upon issuance and had no impact on the Company's results of operations or financial position.

In
December 2010, the FASB issued ASU No. 2010-29,IntangiblesGoodwill and Other (Topic 350). The
guidance requires entities that have recognized goodwill and have one or more reporting unit whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative
to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an
entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance defined in ASC
350-20-35-30,IntangiblesGoodwill and Other, which requires that goodwill of a reporting unit be tested
for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount. The amendments are effective for fiscal years beginning after December 15, 2010. The Company does not believe the adoption of ASU
No. 2010-28 will have an impact on the Company's results of operations or financial position.

In
December 2010, the FASB issued ASU No. 2010-29,Business Combinations (Topic 805): Disclosing of Supplementary Pro Forma Information for
Business Combinations. The guidance affects any public entity as defined by ASC 805,Business Combination, which enters into
business combinations that are material on an individual or aggregate basis. The comparative financial statements should present and disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro
forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma
revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2010. The Company does not believe the adoption of ASU No. 2010-29 will have an impact on the Company's results of operations or financial position.

77

---





Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

3. Business Combination

On December 21, 2010, the Company acquired all of the outstanding common stock, as defined in the Merger Agreement among the Company, Biotel Inc. and Garden Merger
Sub, Inc. (the "2010 Merger Agreement"), of Biotel Inc., and its wholly owned subsidiaries, Braemar, Inc. and Agility Centralized Research Services, Inc. (referred to
herein as "Biotel," "Braemar," and "Agility," respectively). The Company paid an aggregate cash purchase price of $11,624. The acquisition has been included within the consolidated results of
operations and financial condition from the date of the acquisition. The acquisition gives the Company the ability to develop, manufacture, test and market medical devices and related software to
medical companies, clinics and hospitals. The acquisition also gave the Company access to established customer relationships, entry into the clinical trial service business and the ability to
diversity its product and service offerings.

Biotel
designs, manufactures and services non-invasive diagnostic cardiology devices for original equipment manufacturers, and provides electrocardiogram ("ECG") data and
management services for clinical trials. Braemar develops and manufactures 24- and 48-hour Holter recorders, 30-day ECG event recorders, and other
non-invasive custom medical devices. Additionally, Braemar sells maintenance services and sells Holter recorders and event recorders manufactured by Braemar, diagnostic Holter software
provided by others, and related supplies to clinics and hospitals. Agility provides 24-hour/7-day ECG data and management services to the medical device and pharmaceutical
industries, contract research organizations, and academic research organizations for cardiac safety and therapeutic evaluation purposes within clinical trials.

The
Biotel acquisition purchase consideration of $11,624 has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition as
follows:

Fair value of assets acquired:Cash and cash equivalents

$
1,649Accounts receivable


2,772Inventory


1,461Prepaid expenses and other current assets


261Property and equipment


1,013Goodwill


3,363Intangible assets


3,200Other assets


1,195Total assets acquired


14,914Liabilities assumed:Accounts payable


1,149Accrued expenses


641Other liabilities


1,500Total liabilities assumed


3,290Net assets acquired

$
11,624


78

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

3. Business Combination (Continued)

The
intangible assets with definite lives are being amortized on a straight-line basis over lives ranging from one to ten years. The depreciable tax basis in acquired
goodwill as of the acquisition date is $314.

The
results of operations for Biotel for the year-to-date period ended December 20, 2010, and for the years ended December 31, 2009 and 2008, were not material to the
Company's consolidated results of operations. The results of operations for Biotel for the period December 21, 2010, the date of acquisition, through December 31, 2010 were not material.
As such, the results of operations from Biotel for this 10 day period are not included in the Company's consolidated results of operations.

4. Available-for-Sales Investments

We invest our excess funds in securities issued by the United States government, corporations, banks, municipalities, financial holding companies and in money market funds comprised of
these same types of securities. Our cash and cash equivalents and available-for-sale investments are placed with high credit quality financial institutions. Additionally, we
diversify our investment portfolio in order to maintain safety and liquidity. We do not hold mortgage-backed securities. As of December 31, 2010, all of our investments will mature within one
year. These investments are recorded at fair value, based on quoted market prices, with unrealized gains and losses reported as a separate component of stockholders' equity. At December 31,
2009, the Company had no investments classified as available-for-sale investments.

Investments
have been classified as available-for-sale investments. At December 31, 2010, available-for-sale investments are
detailed as follows:

Amortized
Cost

Gross Unrealized
Gains

Gross Unrealized
Losses

Estimated
Fair ValueShort-term investments:Corporate debt securities

$
13,132

$
2

$
(5
)
$
13,129U.S. Treasury and agency debt securities


13,639


11





13,650Total

$
26,771

$
13

$
(5
)
$
26,779


Net
unrealized gains on available-for-sale investments are included as a component of stockholders' equity and comprehensive loss until realized from a sale or
other-than-temporary impairment. The Company recorded net unrealized gains for the years ended December 31, 2010, 2009 and 2008 of $8, $0 and $0, respectively. Realized
gains and losses from the sale of securities are determined on a specific identification basis. Purchases and sales of investments are recorded on their trade dates. The Company recorded realized
gains for the years ended December 31, 2010, 2009 and 2008 of $2, $0 and $0, respectively. Dividend and interest income are recognized when earned. Interest income for the year ended
December 31, 2010 was $510, which was partially offset by $421 related to amortization of investment premiums.

At
December 31, 2010, the Company had 13 corporate debt securities and eight U.S. Treasury and agency debt securities in its available-for-sale investment
balance, of which 10 securities were in an

79

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

4. Available-for-Sales Investments (Continued)

unrealized
loss position totaling $5. The aggregate related fair value of available-for-sale investments with unrealized losses is $10,342 at December 31, 2010. Based on
the Company's intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider these investments to be
other-than-temporarily impaired at December 31, 2010.

5. Fair Value Measurements

ASC 820 defines fair value as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment
used to estimate the fair value of assets and liabilities.



In
January 2010, the FASB updated the disclosure requirements for fair value measurements. The updated guidance requires companies to disclose separately the investments that transfer in
and out of Levels 1 and 2 and the reason for those transfers. Additionally, in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), companies
should present separately information about purchases, sales, issuances and settlements.

In
accordance with the new guidance, the Company is required to disclose transfers between category levels, as well as certain other disclosures related to Level 3 investments. No
transfers were made into or out of the different category levels, nor did the Company categorize any of its investments as Level 3 as of December 31, 2010. We will continue to review our
fair value inputs on a quarterly basis. The updated guidance is effective for the reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales,
issuances and settlements in the Level 3 reconciliations, which is effective for fiscal years beginning after December 15, 2010.

80

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

5. Fair Value Measurements (Continued)

The
fair value of our financial assets subject to the disclosure requirements of ASC 820 was determined using the following levels of inputs at December 31, 2010:

Fair Value Measurements at December 31, 2010

Level 1

Level 2

Level 3

TotalAssets:Cash

$
12,681

$


$


$
12,681Money market funds


5,024








5,024Corporate debt securities





14,129





14,129U.S. Treasury and agency debt securities


13,650








13,650Total

$
31,355

$
14,129

$


$
45,484


6. Inventory

Inventory consists of the following:

December 31,2010

2009Raw materials and supplies

$
1,218

$
Finished goods


243


Total inventories

$
1,461

$



Inventories,
which include purchased parts, materials, direct labor and applied manufacturing overhead, are stated at the lower of cost or net realizable value, with cost determined by
use of the first-in, first-out method.

81

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

7. Property and Equipment

Property and equipment consists of the following:

December 31,Estimated
Useful Life
(Years)2010

2009Cardiac monitoring devices and device parts and components

3 - 5

$
44,529

$
54,246Computers and purchased software

3 - 5


10,336


9,284Equipment, tools and molds

3


5,180


1,540Furniture and fixtures

3


2,819


2,712Leasehold improvements

Life of lease


4,759


4,707Total property and equipment, at cost




67,623


72,489Less accumulated depreciation




(45,623
)

(44,246
)Total property and equipment, net



$
22,000

$
28,243


Depreciation
expense associated with property and equipment was $11,696, $10,053 and $7,709, for the years ended December 31, 2010, 2009 and 2008, respectively.

8. Goodwill and Intangible Assets

The carrying amount of goodwill was recognized at the time of the Biotel and PDSHeart acquisitions, adjusted for contingent payments to former shareholders. The carrying amount of
goodwill as of December 31, 2010 and 2009 was $49,362 and $45,999, respectively.

The
gross carrying amounts and accumulated amortization of the Company's intangible assets as of December 31, 2010 and 2009 are as follows:

December 31,Estimated
Useful Life
(Years)2010

2009Trade name

3

$


$
1,810Customer relationships

6 - 10


2,551


1,551Proprietary Technology

5


800


Signed Backlog

1


700


Total intangible assets, gross




4,051


3,361Trade name accumulated amortization







1,694Customer relationships accumulated amortization




987


728Total accumulated amortization




987


2,422Indefinite-lived trade name




700


Total intangible assets, net



$
3,764

$
939


82

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

8. Goodwill and Intangible Assets (Continued)

The
estimated amortization expense for the next five years is summarized as follows at December 31, 2010:

2011


1,2192012


5192013


3072014


2602015


260Total

$
2,564


Amortization
expense for the years ending December 31, 2010, 2009 and 2008 was $375, $884 and $984, respectively.

9. Accrued Expenses

Accrued expenses consisted of the following:

December 31,2010

2009Accrued purchases

$
538

$
672Accrued compensation


6,470


7,281Accrued professional fees


834


7222010 restructuring costs


463


2009 restructuring costs





217Other


1,576


1,027Total

$
9,881

$
9,919


10. Integration, Restructuring and Other Charges



For the year ended December 31, 2010, we incurred expenses related to restructuring, integration and other activities. A summary
of these expenses is as follows:

2010 restructuring

$
3,523Other charges


1,131Total

$
4,654


83

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

10. Integration, Restructuring and Other Charges (Continued)



During the first quarter of 2010, the Company undertook an initiative to streamline its sales and service organizations and reduce
support costs company-wide. It also initiated plans to close its event monitoring facility in Georgia and consolidate it with the Company's monitoring facilities in Pennsylvania and
Minnesota. The Company realized cost efficiencies by undertaking these initiatives.

The
restructuring plan involved the elimination of approximately 100 positions. The restructuring activities are substantially complete as of December 31, 2010. The Company
incurred restructuring expenses of $3,523 for the year ended December 31, 2010, and does not expect to incur additional charges related to this restructuring plan.

A
summary of the reserve activity related to the 2010 restructuring plan as of December 31, 2010 is as follows:

Initial
Reserve
Recorded

Payments
through
December 31,
2010

Balance
as of
December 31,
2010Severance and employee related costs

$
2,140

$
1,677

$
463Other exit activity costs


1,383


1,383


Total

$
3,523

$
3,060

$
463


The
Company accounts for expenses associated with exit or disposal activities in accordance with ASC 420,Exit or Disposal Cost
Obligations,and records the expenses inIntegration, restructuring and other chargesin its statement of operations, and
records the related accrual in theAccrued liabilitiesline of its balance sheet.



The Company incurred other charges of $1,131 for the year ended December 31, 2010, including legal costs related to the
Company's defense of class-action and Biotel lawsuits. Additional information regarding legal proceedings can be found in Note 15.



For the year ended December 31, 2009, we incurred expenses related to restructuring, integration and other activities. A summary
of these expenses is as follows:

2009 restructuring

$
1,153Costs associated with option cancellation


9,818PDSHeart integration


(143
)Conshohocken fire


(181
)Other costs


2,334Total

$
12,981


84

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

10. Integration, Restructuring and Other Charges (Continued)



During the third quarter of 2009, the Company undertook an initiative to reduce support costs company-wide and initiated
plans to move the majority of its manufacturing activities from San Diego to its facility in Chester, PA. The Company achieved a reduction in shipping and administrative costs by combining its
manufacturing facilities into one location. Prior to the restructuring, devices were shipped to and from the San Diego location for production and maintenance before being deployed out of the
Company's distribution facility in Pennsylvania.

Also
during the third quarter of 2009, the Company closed its event monitoring facility in Florida and consolidated it with the Company's event monitoring facility in Georgia. The
Company realized cost efficiencies by consolidating its event monitoring centers in the southeastern United States and by eliminating duplicative administrative costs.

The
restructuring plan involved the elimination of approximately 80 positions and the relocation of 15 employees. The restructuring was substantially completed as of December 31,
2009. The Company incurred restructuring expenses of $1,153 for the year ended December 31, 2009.

A
summary of the reserve activity related to the 2009 restructuring plan as of December 31, 2009 is as follows:

Initial
Reserve
Recorded

Payments
through
December 31,
2009

Balance
as of
December 31,
2009Severance and employee related costs

$
1,014

$
797

$
217Other exit activity costs


139


139


Total

$
1,153

$
936

$
217


The
remaining accrual as of December 31, 2009 was paid in 2010.

The
Company accounts for expenses associated with exit or disposal activities in accordance with ASC 420,Exit or Disposal Cost
Obligations, and records the expenses in the Integration, restructuring and other charges line in its statement of operations, and records the related accrual in the Accrued
expenses line in its balance sheet.



On December 1, 2009, certain executive officers cancelled a portion of their remaining unvested stock options as of that date.
No consideration was given in exchange for the cancellation, and no new options were granted. The Company incurred a one-time charge of $9,818 to recognize the remaining unamortized
expense associated with the cancelled options. The Company has recognized this charge in accordance with the guidance in ASC 718,CompensationStock
Compensation.This charge was recorded in the Integration, restructuring and other charges line in its statement of operations.

85

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

10. Integration, Restructuring and Other Charges (Continued)



In August 2008, the Company's corporate headquarters were affected by a fire at an adjacent construction site. The fire caused water
and electrical damage in one corner of the Company's building. The Company's patient monitoring services were not interrupted. Costs of $485 were incurred through December 31, 2008, including
$220 of newly acquired fixed assets that have been capitalized as of the balance sheet date, $53 of fixed asset impairments, and $212 of out of pocket costs.

The
Company's insurance policy covers all out of pocket costs and damaged fixed assets at replacement value, and as such, the Company does not expect to incur a loss as a result of the
fire damage. During 2009, we received a final insurance settlement for the assets damaged in the fire. A gain of $181 was realized as a result of the final settlement.



In January 2009, the Company incurred costs related to the departure of certain executive officers, including the former Chief
Executive Officer. The costs include primarily severance and benefit payments. The expenses are included in the Integration, restructuring and other
charges line in its statement of operations, and unpaid amounts are included in the Accrued expenses line in the balance sheet as accrued compensation.



For the year ended December 31, 2008, we incurred expenses related to restructuring, integration and other activities. A summary
of these expenses is as follows:

PDSHeart integration

$
977San Diego restructuring


976Legal settlement


950Secondary offering expenses


942Conshohocken fire


(85
)Other


1,120Total

$
4,880




In connection with the acquisition of PDSHeart, the Company completed exit activities to eliminate redundant operational and
administrative positions. The exit plan included the closure of a facility and the elimination of approximately 35 positions in the areas of sales, finance, service and management. In connection with
the plan, the Company established reserves of $510 that were included in the purchase price allocation. As of December 31, 2008, all of the positions had been eliminated and the Company vacated
the facility. The reserve is included in accrued liabilities in the accompanying consolidated balance sheets.

86

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

10. Integration, Restructuring and Other Charges (Continued)

A
summary of the reserve activity related to the PDSHeart acquisition-related integration plan as of December 31, 2008 is as follows (in thousands):

Initial Reserves
Recorded in
Purchase
Accounting

Payments/Adjustments
through
December 31,
2008

Balance as of
December 31,
2008Severance and employee related costs

$
366

$
366

$
Rent abandonment

$
144

$
76

$
68Total

$
510

$
442

$
68


The
remaining accrual as of December 31, 2008 was paid in 2009.

Additionally,
the Company incurred expenses of $977 for the year ended December 31, 2008 to integrate these functions, and incurred no additional costs in 2009.
Post-acquisition
integration costs included severance and employee related costs, IT costs, and other administrative costs to complete the integration activities. These costs were expensed as incurred and are included
in Integration, restructuring, and other charges.



During the first quarter of 2008, the Company initiated plans to consolidate its Finance and Human Resource functions in Pennsylvania.
This plan involved the elimination of 7 positions in San Diego. The Company incurred expenses of $976 for the year ended December 31, 2008 to consolidate these functions. The integration was
substantially completed as of December 31, 2008. These costs were expensed as incurred.

A
summary of the reserve activity related to the San Diego restructuring plan as of December 31, 2008 is as follows:

Initial Reserve
Recorded

Payments
through
December 31,
2008

Additional
reserves
through
December 31,
2008

Balance as of
December 31,
2008Severance and employee related costs

$
662


388


501


775


The
remaining accrual as of December 31, 2008 was paid in 2009.



In August 2008, the Company's corporate headquarters were affected by a fire at an adjacent construction site. The fire caused water
and electrical damage in one corner of the Company's building. The Company's patient monitoring services were not interrupted. Costs of $485 were incurred through

87

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

10. Integration, Restructuring and Other Charges (Continued)

December 31,
2008, including $220 of newly acquired fixed assets that have been capitalized as of the balance sheet date, $53 of fixed asset impairments, and $212 of out of pocket costs.

The
Company's insurance policy covers all out of pocket costs and damaged fixed assets at replacement value, and as such, the Company does not expect to incur a loss as a result of the
fire damage. As of December 31, 2008, the Company recognized a gain of $85 for insurance proceeds received to date in excess of accrued costs. We received a final insurance settlement to cover
the replacement cost of damaged assets in 2009.



In May 2008, the Company settled an intellectual property dispute with LifeWatch Corp., where both sides agreed to dismiss all claims
pending in the lawsuit. We incurred legal fees of $950 for the year ended December 31, 2008.

On
August 6, 2008, we offered shares of our common stock through a secondary offering. We incurred expenses of $942 in connection with the offering. The secondary offering is more
fully discussed in Note 1.

11. Shareholders' Equity



As of December 31, 2010 and 2009, the Company was authorized to issue 200,000,000 shares of common stock. As of
December 31, 2010 and 2009, the Company had 24,251,170 and 23,965,405 shares outstanding, respectively. In March 2008, the Company completed its initial public offering in which we sold and
issued 3,000,000 shares of common stock at an issue price of $18.00 per share. The Company raised proceeds of $46,700, net of underwriting and offering costs.



The Company maintains an unregistered blank check preferred stock class. As of December 31, 2010 and 2009, there are no shares
authorized and outstanding.



The Company's 2008 Equity Incentive Plan (the 2008 Option Plan) became effective on March 18, 2008. The Plan permits the
Company's Board of Directors to grant incentive stock options to employees of the Company and non-qualified stock options, restricted stock, performance stock and other stock-based
incentive awards to officers, directors, employees and consultants of the Company. On that date, the Company began granting options to purchase shares of common stock to employees, executives,
directors and consultants. Under the terms of the 2008 Option Plan, all available shares in the 2003 Option Plan's share reserve automatically roll into the 2008 Option Plan. Any cancellations or
forfeitures of granted options under the 2003 Option Plan also automatically roll into the 2008 Option

88

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

Plan.
Beginning on January 1, 2009, and each year thereafter, the number of options available to be granted under the plan will increase by the lesser of 4% of the total number of common shares
outstanding or 1,500,000 shares.

The
restrictions on restricted stock units issued under the plan lapse as follows: one third on the date of grant, one third on the first anniversary of the date of grant, and one third
on the second anniversary of the date of grant. The restrictions on certain other restricted stock units issued under the plan lapse in full on the third anniversary of the date of grant. Options
granted to certain officers of the Company in combination with restricted stock units, described above, under the Plan vest in three equal installments beginning on the third anniversary from the date
of grant.

Options
granted under the 2008 Option Plan have exercise prices not less than the fair market value at the date of grant and have an expiration date of no greater than ten years from the
date of grant. There is no vesting schedule provided in the 2008 Option Plan, and vesting is determined by the Board of Directors on the date of grant. However, the Company's practice is to follow a
four year vesting schedule such that 25% of the granted options vest on the anniversary date of grant, and the remaining options granted vest ratably over 36 months thereafter. No options have
been granted with vesting schedules that differ from Company practice.



The Company's 2008 Non-employee Directors' Stock Option Plan (the Directors' Plan) became effective March 18, 2008.
Beginning on that date, all directors elected for the first time to the Board of Directors receive a fixed number of options. On the date of
the annual meeting, and when directors are elected to a committee or a chair position of a committee, they will also receive a grant equal to a fixed number of options per the Directors' Plan. Options
granted under the Directors' Plan have exercise prices not less than the fair market value at the date of grant, and have an expiration date of no greater than ten years from the date of grant.
Initial and committee chair grants vest 33% on the first anniversary date of grant, and the balance vests ratably over 24 months. Annual grants vest ratably over 12 months from the date
of grant.



As of March 18, 2008 the Company no longer granted options to purchase shares of common stock to employees, executives,
directors and consultants under the Company's 2003 Equity Incentive Plan (the 2003 Option Plan). Options granted under the 2003 Option Plan have exercise prices not less than the fair market value at
date of grant for incentive stock options and not less than 85% of the fair market value at the date of grant for non-statutory options. The options generally expire ten years from the
date of grant and generally vest 25% twelve months from the date of grant, and ratably over the next 36 months thereafter.

The
2003 Option Plan allows for employees to early exercise options on the first anniversary date of employment, regardless of the vested status of granted options. If an employee
terminates prior to fully vesting in options that have been early exercised, the Company repurchases the common stock associated with unvested options at the original exercise price.

89

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

Option
activity under all stock option plans is summarized as follows for the years ended December 31, 2010, 2009 and 2008:

Options OutstandingShares
Available
for Grant

Number
of Shares

Weighted
Average
Exercise PriceBalanceDecember 31, 2007


617,518


1,641,614

$
6.38Additional shares authorized for grant


142,500





Granted


(793,217
)

793,217

$
22.11Cancelled/forfeited


374,134


(374,134
)
$
7.31Exercised





(425,492
)
$
4.22BalanceDecember 31, 2008


340,935


1,635,205

$
13.67Additional shares authorized for grant


1,024,921





Granted


(1,569,276
)

1,569,276

$
10.26Cancelled/forfeited


1,335,555


(1,335,555
)
$
20.37Exercised





(293,281
)
$
8.21BalanceDecember 31, 2009


1,132,135


1,575,645

$
15.21Additional shares authorized for grant


1,194,094





Granted


(1,034,663
)

1,034,663

$
6.70Cancelled/forfeited


358,157


(358,157
)
$
14.44Exercised





(149,775
)
$
8.21BalanceDecember 31, 2010


1,649,723


2,102,376

$
12.18


A
summary of total outstanding stock options as of December 31, 2010 is as follows:

Options Outstanding

Options ExercisableRange of Exercise Price

Number
Outstanding

Weighted-
Average
Remaining
Contractual
Life (in years)

Weighted-
Average
Exercise
Price

Number
Exercisable

Weighted-
Average
Remaining
Contractual
Life (in years)

Weighted-
Average
Exercise
Price$  0.70 - $  7.50


893,366


8.96

$
6.06


158,126


6.58

$
5.93$  7.51 - $15.00


138,545


8.40


9.33


65,300


7.75


9.69$15.01 - $22.50


342,458


8.15


18.87


357,958


8.15


18.87$22.51 - $31.18


215,502


7.59


29.24


207,170


7.59


29.17$  0.70 - $31.18


1,589,871


8.55


12.18


788,554


7.65


18.22


90

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

In
addition, a summary of total outstanding RSU's as of December 31, 2010 is as follows:

Range of Grant Price

RSU's
Outstanding$  4.24 - $  6.75


90,000$  6.76 - $  7.75


273,000$  7.76 - $17.75


90,715$17.76 - $26.49


55,776$  4.24 - $26.49


509,491


The
table below summarizes certain additional information with respect to our options:

(In thousands)

2010

2009

2008Aggregate intrinsic value of options outstanding at year-end

$
141

$
182

$
18,802Aggregate intrinsic value of options exercisable at year-end


87


156


18,660Aggregate market value of unvested stock awards at year-end


15,751


16,475


19,230Aggregate intrinsic value of options exercised during the year


151


3,892


8,771Aggregate market value of stock awards vested during the year


8,936


5,624


4,254


The
Company estimated the fair value of its common stock for the period from January 1, 2008 to March 17, 2008, the day prior to our initial public offering. In the absence
of a public trading market, our stock price was determined by our Board of Directors in good faith based upon consideration of a number of objective and subjective factors. The approach we used was
consistent with the methods outlined in the AICPA Practice Aid,Valuation of Privately-Held-Company Equity Securities Issued as
Compensation. Based on our assessment, we concluded that the fair value of our common stock ranged from $13.38 to $18.30 per share for the periods prior to our initial public
offering.

Valuation
models require the input of highly subjective assumptions. Prior to the Company's initial public offering, its common stock had characteristics significantly different from
that of publicly traded common stock. Because changes in the subjective input assumptions could have materially affected the fair value estimate, in management's opinion, the models employed prior to
the initial public offering do not necessarily provide a reliable single measure of the fair value of our common stock.

As
of December 31, 2010, 2009 and 2008, the Company has reserved shares of common stock for issuance as follows:

December 31,2010

2009

2008Exercise of options available and grants of awards under equity plans


3,752,099


2,707,780


1,976,140Conversion of preferred stock issuable under outstanding preferred stock warrant








6,2503,752,099


2,707,780


1,982,390


91

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

The
Company's income before income taxes for the years ended December 31, 2010, 2009 and 2008 was $3,945, $16,625 and $3,392 lower, respectively, and the Company's
after-tax net loss or income for years ended December 31, 2010, 2009 and 2008 was $3,892, $16,625 and $2,891 lower, respectively, as a result of stock- based compensation expense
incurred. The impact of stock-based compensation expense was $(0.16) and $(0.70) on the basic and diluted earnings per share for the years ended December 31, 2010 and 2009, respectively. For
the year ended December 31, 2008, the impact of stock-based compensation expense was $(0.16) and $(0.13) on the basic and diluted earnings per share, respectively.

Total
cash received from the exercise of stock options for the year ended December 31, 2010 and 2009 was $665 and $1,935, respectively. The tax benefit realized from the exercise
of nonqualified stock
options for the year ended December 31, 2009 was $357. The tax benefit was fully reserved for through a tax valuation allowance.

We
estimate the fair value of our share-based awards to employees and directors using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the use
of certain subjective assumptions. The most significant of these assumptions are our estimates of the expected volatility of the market price of our stock and the expected term of the award. We base
our estimates of expected volatility on a group of similar entities whose stock prices are publicly available. The expected term represents the period of time that stock-based awards granted are
expected to be outstanding. Other assumptions used in the Black-Scholes option valuation model include the risk-free interest rate and expected dividend yield. The risk-free
interest rate for periods pertaining to the contractual life of each option is based on the U.S. Treasury yield of a similar duration in effect at the time of grant. We have never paid, and do not
expect to pay, dividends in the foreseeable future.

The
fair value of our stock-based awards was estimated at the date of grant using the following weighted average assumptions:

Year Ended December 31,2010

2009

2008Expected volatility


65.0
%

54.0
%

50.0
%Expected term (in years)


6.25


6.25


6.25Weighted-average risk-free interest rate


2.29
%

2.23
%

2.60
%Expected dividends


0.0
%

0.0
%

0.0
%Weighted-average grant date fair value per share

$
3.95

$
10.26

$
12.17


Based
on the Company's historical experience of options that cancel before becoming fully vested, the Company has assumed an annualized forfeiture rate of 15% for all options. Under the
true-up provision of ASC 718, the Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual
forfeiture rate is higher than estimated.

92

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

Based
on the above assumptions, the per share weighted average fair value of the options granted under the stock option plan for the years ended December 31, 2010, 2009 and 2008
was $3.95, $10.26 and $12.17, respectively.

Total
compensation cost of options granted but not yet vested at December 31, 2010, 2009 and 2008 was approximately $5,047, $4,397 and $8,970, respectively. At December 31,
2010, 2009 and 2008, the weighted average remaining periods over which the above amounts are expected to be recognized are 3.09 years, 2.06 years and 2.08 years, respectively. At
December 31, 2010, 1,649,723 shares remained available for future grant under the Plan.

A
summary of the status of our unvested stock options as of the respective balance sheet dates, and changes during years, is presented below:

Number of
Shares

Weighted-
Average
Grant-Date
Fair Value
(per share)Unvested shares at December 31, 2008


1,212,638

$
15.86Granted


1,569,276

$
10.26Vested


(275,967
)
$
6.25Cancelled/forfeited


(1,335,555
)
$
10.53Unvested shares at December 31, 2009


1,170,392

$
14.08Granted


1,034,663

$
6.70Vested


(252,378
)
$
8.21Cancelled/forfeited


(358,157
)
$
14.44Unvested shares at December 31, 2010


1,594,520

$
9.88




On December 1, 2009, the Company accelerated the vesting of certain employees' unvested options that were deeply
out-of-the-money. The acceleration was done because the Company believed that there was no longer a compensation incentive tied to Company performance, given the
exercise price of the options that were accelerated. Consistent with ASC 718, the Company will continue to expense the accelerated options over the remaining service period. The Company does not have
a static policy threshold to use for determining whether an option is "deeply out-of-the-money." Rather, the Company believes that the determination should be made
in light of current market conditions, probability of stock price recovery within the remaining service period, and historical volatility of the Company's stock price. For the purposes of this option
acceleration, the Company determined that options that were out-of-the-money by 30% or more were deeply out-of-the-money. As a
result of the option acceleration, approximately 309,000 previously unvested shares became fully vested on December 1, 2009. The Company incurred an expense associated with the options that
were accelerated in the amount of $1,269 and $75 for the years ended December 31, 2010 and 2009, respectively, which has

93

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

11. Shareholders' Equity (Continued)

been
recorded in the General and administrative line of the consolidated statement of operations. The weighted average exercise price of the accelerated options is $19.87, and the average remaining
service period is 2.15 years.

In
connection with certain restructuring activities, we terminated certain employees at our San Diego location. In addition, a director stepped down from the Board of Directors in the
second quarter of 2008. In accordance with their severance agreements, we accelerated all previously unvested stock options. For the year ended December 31, 2008, we incurred additional
expenses of $767 related to the acceleration of previously unvested stock options.



On December 1, 2009, certain executive officers of the Company cancelled approximately 707,000 of their unvested outstanding
options. No consideration was given in exchange for the cancellation, and no new options were granted. The Company has recognized this charge in accordance with the guidance in ASC 718, CompensationStock
Compensation.This charge was recorded in the Integration, restructuring and other charges line in the statement of
operations. The weighted average exercise price of the cancelled options was 26.85 and the average
service period remaining at the time of the cancellation was 3.02 years. The Company incurred a one-time charge of $9,818 to recognize the remaining unamortized expense associated
with the cancelled options. The impact on basic and diluted earnings per share for the year ended December 31, 2009 was $(0.41).



In July 2008, the Company made available an employee stock purchase plan in which substantially all of the Company's
full-time employees became eligible to participate effective March 18, 2008. Under the plan, employees may contribute through payroll deductions up to 15% of their compensation
toward the purchase of the Company's common stock, or $21, whichever is lower. The price per share is equal to the lower of 85% of the fair market price on the first day of the offering period, or 85%
of the fair market price on the day of purchase. Proceeds received from the issuance of shares are credited to stockholders' equity in the period that the shares are issued. Under the terms of the
plan, a total of 238,000 shares of common stock have been reserved for issuance to employees. In January 2010, the number of shares available for grant was increased by 239,750, per the ESPP plan
documents. On March 17, 2010 and September 17, 2010, 83,659 shares and 77,440 shares, respectively, were purchased in accordance with the Employee Stock Purchase Plan (ESPP). Net
proceeds to the Company from the issuance of shares of common stock under the ESPP for the year ended December 31, 2010 were $0.8 million. At December 31, 2010, approximately
381,144 shares remain available for purchase under the ESPP. For the years ended December 31, 2010, 2009 and 2008, the Company incurred ESPP expenses of $202, $614, $396, respectively.

12. Income Taxes

The Company has net deferred income tax assets totaling $41,113 at December 31, 2010, consisting primarily of federal and state net operating loss and credit carryforwards. Due to
uncertainty regarding

94

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

12. Income Taxes (Continued)

the
ultimate realization of these net operating loss and credit carryforwards and other deferred income tax assets, we have established a full valuation allowance for these assets and will recognize
the benefits only as reassessment indicates the benefits are realizable. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the
deferred tax liabilities created from the book and tax differences on indefinite-lived assets.

The
Company's effective tax rate for 2010 of (1.34)% primarily relates to certain state taxes based on gross receipts or modified gross receipts calculations properly included as income
taxes. The Company recently performed an analysis to determine the extent to which it can use its net operating loss carryforwards in future periods, subject to certain limitations imposed by the
Internal Revenue Code. The Company concluded that because of the Company's limited history of reporting a net profit, it cannot predict that the benefits of the net operating loss carryfowards will be
realized in future periods, and therefore the Company continues to provide a full valuation allowance for deferred tax assets. The Company will perform a similar analysis during 2011 to reassess the
estimated future realizability of net operating loss carryforwards.

Deferred
taxes result from temporary differences between the carrying amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax
purposes. The significant components of the Company's deferred tax assets and liabilities are as follows:

December 31,2010

2009Deferred tax assets:Net operating loss carryforwards

$
30,142

$
16,348Research & development and AMT credit carryforwards


3,716


2,646Stock option grants


3,419


2,042Allowance for doubtful accounts


4,674


8,482Property, plant and equipment





179Goodwill and acquired intangibles


458


433Other, net


1,938


2,738Total deferred tax assets


44,347


32,868Less valuation allowance


(41,369
)

(32,827
)Net deferred tax assets

$
2,978

$
41Deferred tax liabilities:Property, plant and equipment


(2,061
)

Identified intangible assets


(875
)

Indefinite lived intangible assets


(256
)

Prepaid insurance


(42
)

(41
)Total deferred tax liabilities

$
(3,234
)
$
(41
)Net deferred tax asset (liability)

$
(256
)




95

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

12. Income Taxes (Continued)

Reconciliations
between expected income taxes computed at the federal rate of 35%, 35% and 35% for the years ended December 31, 2010, 2009 and 2008, respectively, and the
provision for income taxes is as follows:

Years ended December 31,2010

2009

2008Income tax (benefit) expense at statutory rate

$
(6,855
)
$
(6,999
)
$
3,733State income tax expense (benefit), net of federal benefit


73


28


484Stock-based compensation


478


3,902


89Other


326


(629
)

177Increase (decrease) in valuation allowance


6,240


3,703


(3,000
)Income tax provision

$
262

$
5

$
1,483


At
December 31, 2010, the Company had federal net operating loss carryforwards of approximately $74,285, to offset future federal taxable income expiring in various years through
2030. At December 31, 2010, the Company had state net operating loss carryforwards of $72,971 which expire in various years starting in 2011.

The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The
timing and manner in which the Company can utilize its net operating loss carryforward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding
the change in ownership of corporations. Such limitation may have an impact on the ultimate realization of the Company's carry forwards and future tax deductions. Section 382 of the Internal
Revenue Code ("Section 382") imposes limitations on a corporation's ability to utilize net operating losses if it experiences an "ownership change." In general terms, an ownership change may
result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual
limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by the Company at the time
of the change that are recognized in the five-year period after the change. Currently, the Company's loss carryforwards are limited under Section 382.

96

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

12. Income Taxes (Continued)

The
components of the Company's income tax provision are summarized as follows:

Year Ended
December 31,2010

2009Current:Federal

$
150

$
(38
)State


112


43Total current provision for income taxes


262


5Deferred:Federal





State





Total deferred provision for income taxes





Total provision for income taxes

$
262

$
5


The
U.S. Internal Revenue Service concluded its examination of the Company's U.S. federal tax returns for all years through 2008. Because of net operating losses, the Company's U.S.
federal tax returns for those years will remain subject to examination until the losses are utilized.

The
Company does not have a tax reserve recorded for tax contingencies. As of December 31, 2010 and 2009, the Company has not identified any uncertain tax positions and therefore,
it has no tax reserve recorded as of December 31, 2010 and 2009.

13. Commitments and Contingencies



The Company leases its principal administrative and service facilities as well as office equipment under noncancelable operating leases
expiring at various dates through 2015. The terms of the leases are renewable at the end of the lease term. Payments made under operating leases are charged to operations on a
straight-line basis over the period of the lease. Differences between straight-line expense and cash payments are recognized in the Deferred rent line of the balance sheet.
Rent expense was $2,993, $2,619 and $1,962 for the years ended December 31, 2010, 2009 and 2008, respectively.

97

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

13. Commitments and Contingencies (Continued)

Future
minimum lease payments under non-cancelable operating leases are summarized as follows at December 31, 2010:

2011

$
2,5382012


2,0762013


1,9972014


1772015


47Thereafter


$
6,835


The
Company has an agreement with nPhase Incorporated (nPhase) whereby the Company has no fixed or minimum financial commitment, however, in the event the Company fails to maintain an
agreed upon number of active cardiac monitoring devices on the nPhase network, nPhase has the right to terminate this agreement.

In
the normal course of business, the Company is subject to various legal claims and complaints. The Company does not believe any of these proceedings will have a material adverse effect
on its financial position or results of operations.

14. Employee Benefit Plan

The Company sponsors a 401(k) Retirement Savings Plan (the Plan) for all eligible employees who meet certain requirements. Participants may contribute, on a pretax basis, up to the
maximum allowable amount pursuant to Section 401(k) of the Internal Revenue Code. The Company is not required to contribute, nor has it contributed, to the Plan for the year ended
December 31, 2008. In May 2009, the Company adopted an amendment to the Plan that allowed for an employer matching contribution of 100% of employee contributions, up to 3% of the employees'
salary. For the years ended December 31, 2010 and 2009, the Company contributed $1,134 and $599, respectively. Employer contributions vest immediately.

15. Legal Proceedings

On March 5, 2010, West Palm Beach Police Pension Fund filed a putative class action complaint in California Superior Court, San Diego County asserting claims for violations of
Sections 11, 12 and 15 of the Securities Act of 1933, as amended, against CardioNet, nine current and former officers and directors of CardioNet and six underwriters of CardioNet's intial
public offering (IPO) consummated March 25, 2008 and/or Secondary Offering on August 6, 2008 (together with the IPO, the "Offerings"). The complaint filed March 5, 2010 also
asserted claims for alleged violations of Sections 25401 and 25501 of the California Corporations Code against defendants James M. Sweeney and Fred Middleton. The plaintiff seeks to bring
claims on behalf of all those who acquired the common stock of CardioNet pursuant and/or traceable to the Company's IPO and/or Secondary Offering. On March 10, 2010, plaintiff filed an Amended
Complaint that deleted the claims for violations of the California Corporations Code. The claims are based on purported misrepresentations and omissions in the

98

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

15. Legal Proceedings (Continued)

Registration
Statements for the Offerings relating to alleged business decisions made by CardioNet that were supposedly not disclosed to investors and alleged misstatements concerning CardioNet's
business. On April 5, 2010, all defendants removed the case to the Southern District of California, where it is pending. On April 7, 2010, defendants filed a Motion to Transfer the case
to the Eastern District of Pennsylvania, which Motion to Transfer is noticed for hearing on June 28, 2010. On April 23, 2010, the plaintiff moved to remand the case to state court. On
May 28, 2010, defendants filed their opposition to the Motion to Remand, and plaintiff filed its opposition to the Motion to Transfer. On June 14, 2010, plaintiff filed its reply in
support of the Motion to Remand, and on June 18, 2010, defendants' reply in support of the Motion to Transfer was filed. Consistent with the accounting for contingent liabilities, no accrual
has been recorded in the financial statements. The Company believes that the claims are without merit and intends to defend the litigation vigorously.

On
April 2, 2009 CardioNet entered into a Merger Agreement (the "2009 Merger Agreement") to acquire Biotel Inc. ("Biotel") for $14,000. On July 14, 2009, CardioNet
exercised its contractual right to terminate the Merger Agreement due to Biotel's breach of certain covenants in the agreement. On or about July 16, 2009, Biotel subsequently commenced
litigation against CardioNet, alleging that CardioNet had breached and improperly terminated the Merger Agreement. Biotel sought specific performance and damages in an amount in excess of $10,000.
CardioNet counterclaimed under the
terms of the Merger Agreement for its termination fee and associated expenses of $1,400 million. In conjunction with CardioNet's 2010 Merger Agreement to acquire Biotel, a Settlement Agreement
was entered into that resolved the CardioNet-Biotel litigation and resulted in the dismissal and mutual release of all claims arising out of, in connection with, or related to the 2009 Merger
Agreement, including the claims in the litigation.

On
September 25, 2009, LifeWatch Services, Inc., and Card Guard Scientific Survival, Ltd., the licensee and owner, respectively, of U.S. Patent Nos. 7,542,878
B2 ("the '878 Patent") and 5,730,143 ("the '143 Patent") commenced an action LifeWatch Patent Matter against CardioNet's wholly owned subsidiary, Braemar Inc. ("Braemar"), and one of its
customers, eCardio Diagnostics, LLC ("eCardio"), in Federal District Court for the Northern District of Illinois, File No. 09-CV-6001, alleging that Braemar and
eCardio had infringed the '878 and '143 Patents. The Supply Agreement between Braemar and eCardio provides that Braemar will hold eCardio harmless from any liability it incurs in connection with a
claim that Braemar's products violate the intellectual property rights or infringe upon any patent of a third party. Braemar and eCardio have denied the allegations. Since the action was commenced,
the Plaintiffs have dismissed their claims relating to alleged infringement of the '878 Patent, Card Guard dropped out of the action, and LifeWatch has continued to pursue its claims relating to the
alleged infringement of the '143 Patent. The '143 Patent has been in reexamination proceedings since February 19, 2010. On February 1, 2011, the U.S. Patent Office indicated that the
claims as amended during the reexamination will be issued. The Company believes that LifeWatch's claims under the original '143 Patent and under the soon-to-issue amended
patent are without merit and intends to defend the litigation vigorously. Consistent with the accounting for contingent liabilities, no accrual has been recorded in the financial statements. The
Company believes that the claims are without merit and intends to defend the litigation vigorously.

99

---



Table of Contents

CARDIONET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2010, 2009 and 2008

(In thousands, except shares and per share amounts.)

16. Quarterly Financial Data (Unaudited)

The following tables summarize the unaudited quarterly financial data for the last two fiscal years.

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter(in thousands, except per share amount)2010Total revenues

$
31,816

$
31,939

$
27,486

$
28,683Gross profit


20,067


20,104


15,548


16,713Integration, restructuring and other charges


1,945


1,128


859


722Loss from operations


(5,435
)

(2,162
)

(7,504
)

(4,591
)Net loss


(5,431
)

(2,142
)

(7,470
)

(4,817
)Basic and diluted net loss per share

$
(0.23
)
$
(0.09
)
$
(0.31
)

(0.20
)2009Total revenues

$
35,720

$
38,264

$
33,340

$
33,297Gross profit


23,882


26,271


21,511


20,269Integration, restructuring and other charges


2,139


(180
)

1,150


9,872(Loss) income from operations


(1,345
)

2,109


(5,906
)

(15,507
)Net (loss) income


(722
)

1,565


(5,422
)

(15,897
)Basic and diluted net (loss) income per share

$
(0.03
)
$
0.07

$
(0.23
)

(0.67
)


100

---





Table of Contents

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Prior to the filing of this Report on Form 10-K, an evaluation was performed under the supervision of and with the
participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures.
Based on the evaluation, the CEO and CFO have concluded that, as of December 31, 2010, the Company's disclosure controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is
accumulated and communicated to the Company's management, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in
Section 240.13a-15(f) or 240.15d-15(f) of the Exchange Act) during our fourth fiscal quarter ended December 31, 2010 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's
internal control over financial reporting includes those policies and procedures that:



Because
of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2010. In making this assessment, management used
the criteria

101

---



Table of Contents

set
forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on management's assessment and those criteria, management has
concluded that the Company's internal control over financial reporting was effective as of December 31, 2010.

The
effectiveness of the Company's internal control over financial reporting did not include the internal controls of Biotel Inc., which were included in the Company's
consolidated financial statements for the year ended December 31, 2010. Management considers the acquisition of Biotel Inc. to be immaterial for consideration of internal controls for
the year ended December 31, 2010.

The
effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by Ernst & Young LLP, an independent registered public
accounting firm, as stated in their report included in this Annual Report on form 10-K.

102

---



Table of Contents

Report of Independent Registered Public Accounting Firm

The
Board of Directors and Shareholders
CardioNet, Inc.

We
have audited CardioNet, Inc.'s internal control over financial reporting as of December 31, 2010, based on criteria established inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO criteria"). CardioNet, Inc.'s
management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our
audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of Biotel, Inc., which is included in the 2010 consolidated financial statements of CardioNet, Inc. and constituted 11% and 9%
of total and net assets, respectively as of December 31, 2010. Our audit of internal controls over financial reporting of CardioNet, Inc. also did not include an evaluation of the
internal control over financial reporting of Biotel, Inc.

In
our opinion, CardioNet, Inc. and subsidiaries' maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based
on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CardioNet, Inc. as of
December 31, 2010 and 2009 and the related consolidated statements of operations, cash flows and redeemable convertible preferred stock and shareholders' equity for each of the three years in
the period ended December 31, 2010 of CardioNet, Inc. and subsidiaries and our report dated February 25, 2011 expressed an unqualified opinion thereon.

/S/ ERNST & YOUNG LLPPhiladelphia, Pennsylvania
February 25, 2011


103

---



Table of Contents

Item 9B.    Other Information

Not applicable.

104

---





Table of Contents

Part III

Item 10.    Directors, Executive Officers and Corporate Governance

Information with respect to this Item is incorporated by reference from our definitive proxy statement in connection with the 2011
Annual Meeting of Stockholders, or the Proxy Statement, unless the Proxy Statement is not filed by April 30, 2011, in which case we will amend this Form 10-K to provide the
omitted information in accordance with the requirements of Instruction G to Form 10-K.

Item 11.    Executive Compensation

Information with respect to this Item is incorporated by reference from the Proxy Statement unless the Proxy Statement is not filed by
April 30, 2011, in which case we will amend this Form 10-K to provide the omitted information in accordance with the requirements of Instruction G to
Form 10-K.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to this Item is incorporated by reference from the Proxy Statement unless the Proxy Statement is not filed by
April 30, 2011, in which case we will amend this Form 10-K to provide the omitted information in accordance with the requirements of Instruction G to
Form 10-K.

Equity Compensation Plan Information

The following table presents the equity compensation plan information as of December 31, 2010:

Equity Compensation Plan InformationNumber of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights

Weighted-average
exercise price of
outstanding
options,
warrants
and rights

Number of
securities
remaining
available for future
issuance under
equity
compensation
plans (excluding
securities reflected
in column (a))(a)

(b)

(c)Equity compensation plans approved by security holders:Employee and non-employee director stock option plans


2,102,376

$
12.18


1,649,723Employee stock purchase plan


40,208

$
3.57


340,936Total


2,142,584


12.02


1,990,659


Item 13.    Certain Relationships and Related Transactions, and Director Independence

Information with respect to this Item is incorporated by reference from the Proxy Statement unless the Proxy Statement is not filed by
April 30, 2011, in which case we will amend this Form 10-K to provide the omitted information in accordance with the requirements of Instruction G to
Form 10-K.

Item 14.    Principal Accounting Fees and Services

Information with respect to this Item is incorporated by reference from the Proxy Statement unless the Proxy Statement is not filed by
April 30, 2011, in which case we will amend this Form 10-K to provide the omitted information in accordance with the requirements of Instruction G to
Form 10-K.

105

---



Table of Contents

Part IV

Item 15.    Exhibits and Financial Statement Schedules



106

---



Table of Contents

SCHEDULE II

Beginning
Balance

Additions
Charged
To
Expense

Deductions
From
Reserve

Ending
BalanceAllowance for Doubtful AccountsYear ended December 31, 2010


22,396


18,578


(29,195
)

11,779Year ended December 31, 2009


14,426


19,982


(12,012
)

22,396Year ended December 31, 2008


7,909


13,253


(6,736
)

14,426


107

---



Table of Contents

EXHIBIT INDEX

Exhibit
Number

Description2.1

Merger Agreement, dated as of November 5, 2010, among Biotel Inc., Garden Merger Sub, Inc. and the Registrant. (Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed
November 12, 2010).3.1

Amended and Restated Certificate of Incorporation (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).3.2

Amended and Restated Bylaws (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).4.1

Form of Common Stock Certificate (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.1

Form of Indemnity Agreement (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.2
(1)
2003 Equity Incentive Plan and Form of Stock Option Agreement thereunder (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.3
(1)
2008 Equity Incentive Plan and Form of Stock Option Agreement thereunder (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.4
(1)
2008 Non-Employee Directors' Stock Option Plan and Form of Stock Option Agreement thereunder (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File
No. 33-145547)).10.5
(1)
2008 Employee Stock Purchase Plan and Form of Offering Document thereunder (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.6
(1)
Forms of Employee Innovations and Proprietary Rights Assignment Agreement (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.7

Second Amended and Restated Investors Rights Agreement dated March 18, 2004 among the Registrant and certain of its stockholders, as amended on March 8, 2007 (Incorporated by reference to the Registrant's
registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.8

Registration Rights Agreement dated March 8, 2007 among the Registrant and certain of its stockholders (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto
(File No. 33-145547)).10.9

Office Lease dated February 6, 2004 between the Registrant and Executive One Associates, as amended (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File
No. 33-145547)).10.10

Office Space Lease dated May 30, 2003 between the Registrant and Washington Street Associates II, L.P., as amended (Incorporated by reference to the Registrant's registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).


108

---



Table of Contents

Exhibit
Number

Description10.11

Lease Agreement dated September 21, 2006 between the Registrant's wholly-owned subsidiary, PDSHeart, Inc. and HI/OCC, Inc (Incorporated by reference to the Registrant's registration statement on Form S-1
and amendments thereto (File No. 33-145547)).10.12

Lease Agreement dated November 14, 2001 between the Registrant's indirect wholly-owned subsidiary, Physician Diagnostic Services, LLC, and Navarro Lowrey, L.P.Centrepark Plaza I Partners Series, as
amended (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.13

Lease Agreement dated November 18, 2002 between the Registrant's indirect wholly-owned subsidiary, Physician Diagnostic Services, LLC, and Navarro Lowrey, L.P.Centrepark Plaza I Partners Series, as
amended (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.16

Amendment No. 7 dated February 1, 2010 to the Communication Voice and Data Services Provider Agreement dated May 12, 2003 between the Company and nPhase, LLC (as successor to Qualcomm Incorporated), as
amended (Incorporated by reference to the Registrant's registration statement on Form S-1 and amendments thereto (File No. 33-151829)).*10.17

Purchase Agreement dated September 14, 2001 between the Registrant and Varian, Inc. (a wholly-owned subsidiary of Jabil Circuit, Inc.) (Incorporated by reference to the Registrant's registration statement
on Form S-1 and amendments thereto (File No. 33-145547)).10.18

Consignment Inventory Agreement dated September 13, 2004 between the Registrant and Varian, Inc. (a wholly-owned subsidiary of Jabil Circuit, Inc.) (Incorporated by reference to the Registrant's
registration statement on Form S-1 and amendments thereto (File No. 33-145547)).10.19

Form of Letter Agreement between the Company and the stockholders selling shares of the Registrant's common stock in the initial public offering (Incorporated by reference to the Registrant's registration statement on
Form S-1 and amendments thereto (File No. 33-145547)).10.20

Indemnification Agreement between the Company and Randy H. Thurman, relating to service on the Board of Directors, effective July 11, 2008 (Incorporated by reference to Exhibit 10.3 to the Registrant's
Form 10-Q filed November 7, 2008).10.21

Indemnification Agreement of Ronald A. Ahrens, relating to service on the Board of Directors, effective August 19, 2008 (Incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q filed
November 7, 2008).10.22

Indemnification Agreement of Kirk E. Gorman, relating to service on the Board of Directors, effective August 19, 2008 (Incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-Q filed
November 7, 2008).10.23
(1)
Letter Agreement, between the Registrant and Randy H. Thurman, dated July 7, 2008 (Incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed July 11, 2008).10.24
(1)
CardioNet, Inc. Management Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 28, 2008).10.25
(1)
CardioNet, Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed October 28, 2008).


109

---



Table of Contents

Exhibit
Number

Description10.26
(1)
Compensation Program for Non-Employee Directors. (Incorporated by reference to Exhibit 99.5 to the Registrant's Form 8-K filed January 28, 2009).10.27

Building Lease Agreement dated September 30, 2009, between the Registrant and EastGroup Properties, L.P. (Incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q filed November 6,
2009).10.28
(1)
Employment Agreement, dated as of November 14, 2008, by and between the Registrant and Martin P. Galvan. (Incorporated by reference to Exhibit 10.36 to the Registrant's Form 10-K filed March 3,
2009).10.29
(1)
Employment Agreement, dated as of November 14, 2008, by and between the Registrant and John F. Imperato. (Incorporated by reference to Exhibit 10.37 to the Registrant's Form 10-K filed March 3,
2009).10.30
(1)
Employment Agreement, dated as of October 19, 2009, by and among the Registrant and Anna McNamara. (Incorporated by reference to Exhibit 10.35 to the Registrant's Form 10-K filed February 23,
2010).10.31
(1)
Employment Agreement, dated as of January 28, 2010, by and among the Registrant and Heather Getz. (Incorporated by reference to Exhibit 10.36 to the Registrant's Form 10-K filed February 23,
2010).10.32
(1)
Indemnity Agreement, dated as of May 8, 2009, by and between the Registrant and Rebecca W. Rimel. (Incorporated by reference to Exhibit 10.37 to the Registrant's Form 10-K filed February 23,
2010).10.33
(1)
Employment Agreement, dated as of February 24, 2009, by and among the Registrant and Randy Thurman. (Incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed February 27,
2009).10.34
(1)
Letter Agreement, dated as of January 28, 2009, between the Registrant and Randy H. Thurman. (Incorporated by reference to Exhibit 99.4 to the Registrant's Form 8-K filed January 28, 2009).10.35
(1)
Employment Agreement, dated as of June 15, 2010, between Joseph H. Capper and the Registrant. (Incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed June 18, 2010).10.36

Settlement Agreement, dated as of November 5, 2010, between Biotel Inc. and the Registrant. (Incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed November 12,
2010).10.37

Form of Voting Agreement, executed by the Registrant and the other signatories thereto on November 5, 2010. (Incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed November 12,
2010).10.38
(1)
Employment Agreement, dated as of December 7, 2010, between the Registrant and Daniel Wisniewski.*10.39
(1)
Employment Agreement, dated as of November 25, 2008, between the Registrant and Philip Leone.*10.40
(1)
Employment Agreement, dated as of January 28, 2009, between the Registrant and Matthew Margolies.*10.41
(1)
Indemnity Agreement by and between the Registrant and Fred A. Middleton.*


110

---



Table of Contents

Exhibit
Number

Description10.42
(1)
Indemnity Agreement by and between the Registrant and Eric N. Prystowsky.*10.43
(1)
Indemnity Agreement by and between the Registrant and Robert J. Rubin.*23.1

Consent of Independent Registered Public Accounting Firm.*31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.*31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.*32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*Filed
herewith.Confidential
treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.(1)Indicates
a management plan or compensatory plan or arrangement.


111

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 25, 2011

CardioNet, Inc.By:

/s/ JOSEPH H. CAPPER Joseph H. Capper President and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ JOSEPH H. CAPPER Joseph H. Capper

President and Chief Executive Officer (Principal Executive Officer)

February 25, 2011/s/ HEATHER C. GETZ Heather C. Getz, CPA

Chief Financial Officer (Principal Financial and Accounting Officer)

February 25, 2011/s/ RANDY H. THURMAN Randy H. Thurman

Executive Chairman and Director

February 25, 2011/s/ RONALD A. AHRENS Ronald A. Ahrens

Director

February 25, 2011/s/ KIRK E. GORMAN Kirk E. Gorman

Director

February 25, 2011/s/ FRED MIDDLETON Fred Middleton

Director

February 25, 2011/s/ ERIC N. PRYSTOWSKY Eric N. Prystowsky, M.D.

Director

February 25, 2011/s/ REBECCA RIMEL Rebecca Rimel

Director

February 25, 2011/s/ ROBERT J. RUBIN Robert J. Rubin, M.D.

Director

February 25, 2011


112

---