Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 23, 2015 | Jun. 30, 2014 | |
Entity Information [Line Items] | |||
Entity Registrant Name | PDI INC | ||
Entity Central Index Key | 1054102 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 15,345,432 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $29,097,168 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $23,111 | $45,639 |
Short-term Investments | 107 | 103 |
Accounts receivable, net | 8,505 | 1,903 |
Unbilled costs and accrued profits on contracts in progress | 5,918 | 7,982 |
Other current assets | 7,225 | 7,082 |
Total current assets | 44,866 | 62,709 |
Property and equipment, net | 3,184 | 1,568 |
Goodwill | 15,545 | 0 |
Other intangible assets, net | 47,304 | 0 |
Other long-term assets | 5,007 | 4,787 |
Total assets | 115,906 | 69,064 |
Current liabilities: | ||
Accounts payable | 4,308 | 2,200 |
Unearned contract revenue | 6,752 | 7,346 |
Accrued salary and bonus | 7,696 | 9,377 |
Other accrued expenses | 14,822 | 12,477 |
Total current liabilities | 33,578 | 31,400 |
Contingent Consideration | 25,909 | |
Long-term Debt, net of debt discount | 27,154 | |
Long-term liabilities | 9,143 | 5,185 |
Total liabilities | 95,784 | 36,585 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, $.01 par value; 40,000,000 shares authorized; 16,558,140 and 16,316,169 shares issued, respectively; 15,361,133 and 15,169,898 shares outstanding, respectively | 165 | 163 |
Additional paid-in capital | 134,171 | 130,229 |
Accumulated deficit | -99,896 | -83,823 |
Accumulated other comprehensive income | 16 | 16 |
Treasury stock, at cost (1,197,007 and 1,146,271 shares, respectively) | -14,334 | -14,106 |
Total stockholders' equity | 20,122 | 32,479 |
Total liabilities and stockholders' equity | 115,906 | 69,064 |
RedPath | ||
Current assets: | ||
Goodwill | $15,545 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 16,558,140 | 16,316,169 |
Common Stock, Shares, Outstanding | 15,361,133 | 15,169,898 |
Preferred Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury Stock, Shares | 1,197,007 | 1,146,271 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenue, net | $119,935 | $146,534 |
Cost of services | 101,394 | 123,029 |
Gross profit | 18,541 | 23,505 |
Operating expenses: | ||
Compensation expense | 14,812 | 15,259 |
Other selling, general and administrative expenses | 14,340 | 9,683 |
Acquisition related amortization expense | 773 | 0 |
Asset impairments - privately held non-controlled entity | 2,086 | 0 |
Total operating expenses | 32,011 | 24,942 |
Operating loss | -13,470 | -1,437 |
Interest Expense | -602 | 0 |
Other expense, net | -68 | -59 |
Loss from continuing operations before tax | -14,140 | -1,496 |
(Benefit from) provision for income tax | -4,738 | 180 |
Loss from continuing operations | -9,402 | -1,676 |
Loss from discontinued operations, net of tax | -6,671 | -2,889 |
Net loss | -16,073 | -4,565 |
Unrealized holding (loss) gain on available-for-sale securities, net | 0 | 5 |
Comprehensive loss | ($16,073) | ($4,560) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | ($0.63) | ($0.11) |
From discontinued operations | ($0.45) | ($0.20) |
Net loss per basic and diluted share of common stock | ($1.08) | ($0.31) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 14,901 | 14,718 |
Diluted | 14,901 | 14,718 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | RedPath Integrated Pathology, Inc [Member] |
In Thousands, except Share data, unless otherwise specified | |||||||
Beginning Balance at Dec. 31, 2012 | $161 | ($13,792) | $128,508 | ($79,258) | $11 | ||
Beginning Balance, shares at Dec. 31, 2012 | 16,064,000 | 1,097,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued, shares | 146,000 | ||||||
Common stock issued | 1 | 0 | |||||
SARs exercised, shares | 1,000 | ||||||
SARs exercised | 0 | ||||||
Restricted stock issued, shares | 143,000 | ||||||
Restricted stock issued | -1 | -2 | |||||
Restricted stock forfeited, shares | -38,000 | ||||||
Restricted stock forfeited | 0 | ||||||
Treasury stock purchased, shares | 49,000 | ||||||
Treasury stock purchased | -314 | ||||||
Stock-based compensation expense | 1,723 | ||||||
Net loss | -4,565 | -4,565 | |||||
Unrealized holding gain on available-for-sale securities, net of tax | 5 | 5 | |||||
Ending Balance at Dec. 31, 2013 | 32,479 | 163 | -14,106 | 130,229 | -83,823 | 16 | |
Ending Balance, shares at Dec. 31, 2013 | 16,316,000 | 1,146,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued, shares | 81,000 | ||||||
Common stock issued | 0 | 0 | |||||
Adjustments to Additional Paid in Capital, Other | 1,820 | ||||||
SARs exercised, shares | 0 | 0 | |||||
Restricted stock issued, shares | 402,648 | 174,000 | |||||
Restricted stock issued | -721 | -2 | -2 | ||||
Restricted stock forfeited, shares | -71,032 | -13,000 | |||||
Restricted stock forfeited | 0 | ||||||
Treasury stock purchased, shares | 51,000 | ||||||
Treasury stock purchased | -228 | ||||||
Stock-based compensation expense | 2,124 | ||||||
Net loss | -16,073 | -16,073 | |||||
Unrealized holding gain on available-for-sale securities, net of tax | 0 | 0 | |||||
Ending Balance at Dec. 31, 2014 | $20,122 | $165 | ($14,334) | $134,171 | ($99,896) | $16 | |
Ending Balance, shares at Dec. 31, 2014 | 16,558,000 | 1,197,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Contingent Consideration Classified as Equity, Fair Value Disclosure | $1,820,000 | |
Non-cash loss on sale of Group DCA | 1,906,000 | 0 |
Gain (Loss) on Disposition of Business | 1,200,000 | |
Other intangible assets, net | 47,304,000 | 0 |
Cash Flows From Operating Activities | ||
Net loss | -16,073,000 | -4,565,000 |
Adjustments to reconcile net income to net cash | ||
Depreciation and amortization | 2,391,000 | 1,425,000 |
Deferred taxes | -5,035,000 | 0 |
Realignment accrual accretion | 142,000 | 142,000 |
Accretion Expense, Including Asset Retirement Obligations | 139,000 | 142,000 |
Provision for bad debt, net | 0 | 9,000 |
Stock-based compensation | 2,124,000 | 1,723,000 |
Asset impairments - privately held non-controlled entity | 2,086,000 | 0 |
Other changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | -3,422,000 | 8,256,000 |
Decrease (increase) in unbilled costs | 2,064,000 | -6,027,000 |
Decrease in other current assets | 1,614,000 | 1,740,000 |
Decrease in other long-term assets | 193,000 | 165,000 |
Increase (decrease) in accounts payable | 786,000 | -1,038,000 |
Decrease in unearned contract revenue | -929,000 | -5,122,000 |
(Decrease) increase in accrued salaries and bonus | -4,248,000 | 2,969,000 |
Increase (decrease) in accrued liabilities | 1,180,000 | -1,805,000 |
Decrease in long-term liabilities | -1,296,000 | -1,384,000 |
Net cash used in operating activities | -16,378,000 | -3,512,000 |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | -2,851,000 | -1,818,000 |
Acquisition of diagnostic assets | -8,500,000 | |
Acquisition of RedPath | -13,359,000 | |
Loan to the Diagnostics Company | -655,000 | |
Investment in privately held non-controlled entity | 0 | -1,500,000 |
Net cash used in investing activities | -25,365,000 | -3,318,000 |
Cash Flows From Financing Activities | ||
Proceeds from (Payments for) Other Financing Activities | 20,000,000 | |
Cash paid for debt discount and deferred financing costs | -557,000 | |
Cash paid for repurchase of restricted shares | -228,000 | -314,000 |
Net cash used in financing activities | 19,215,000 | -314,000 |
Net decrease in cash and cash equivalents | -22,528,000 | -7,144,000 |
Cash and cash equivalents – beginning | 45,639,000 | 52,783,000 |
Cash and cash equivalents – ending | 23,111,000 | 45,639,000 |
Cash paid for taxes | 115,000 | 235,000 |
Contingent consideration, liability | 26,542,000 | |
Notes Payable, Noncurrent | $11,000,000 |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Nature of Business and Significant Accounting Policies |
Nature of Business | |
PDI, Inc., together with its wholly-owned subsidiaries (PDI or the Company), is a leading provider of outsourced commercial services to established and emerging pharmaceutical, biotechnology and healthcare companies in the United States and is also developing and commercializing molecular diagnostic tests to detect genetic alterations that are associated with gastrointestinal and endocrine cancers. The Company provides these services through its two reporting segments: Commercial Services and Interpace Diagnostics. | |
Through its Commercial Services segment, PDI is a leading provider of outsourced sales teams that target healthcare providers, offering a range of complementary sales support services designed to achieve its customers' strategic and financial product objectives. In addition to outsourced sales teams in the United States, PDI also provides other promotional services, including clinical educator services, teledetailing and full product commercialization services. PDI's Commercial Services segment offer customers a range of both personal and non-personal promotional options for the commercialization of their products throughout their lifecycles, from development through maturity. These services include product distribution, personal and non-personal product detailing, full supply chain management, operations, sales, marketing, compliance, and regulatory/medical management. PDI provides innovative and flexible service offerings designed to drive customers' businesses forward and successfully respond to a continually changing market. The Company's services provide a vital link between its customers and the medical community through the communication of product information to physicians and other healthcare professionals for use in the care of their patients. | |
Through its Interpace Diagnostics segment, PDI has taken action on its stated strategy focused on becoming a leading commercialization company for the molecular diagnostics industry via in-licensing, acquiring or partnering. Leveraging PDI's core sales and marketing and full commercialization capabilities, the Company believes this is a natural extension for itself and the strength of its core capabilities. During 2014, the Company made acquisitions in connection with this strategy. In October 2014 and August 2014, the Company acquired RedPath Integrated Pathology, Inc. (RedPath) and certain assets from Asuragen, Inc. (Asuragen), respectively. The Company's Interpace Diagnostics segment currently offers PancraGen™ (formerly known as PathFinderTG® Pancreas), a diagnostic test designed for determining risk of malignancy in pancreatic cysts, and ThyGenX™, a next-generation sequencing test designed to assist physicians in distinguishing between benign and malignant genotypes in indeterminate thyroid nodules. In addition, the Company has three diagnostic tests in late stage development that are designed to detect genetic alterations that are associated with gastrointestinal cancers and one diagnostic test in late stage development that is designed to detect genetic alterations that are associated with endocrine cancers. See Note 3, Acquisitions for further information. | |
Principles of Consolidation | |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of PDI, Inc. and its wholly-owned subsidiaries: PDI BioPharma, LLC; and Interpace Diagnostics Corporation; Interpace Diagnostics, LLC. Discontinued operations includes the Company's wholly-owned subsidiaries: Group DCA, LLC (Group DCA); InServe Support Solutions (Pharmakon); and TVG, Inc. (TVG, dissolved December 31, 2014). All significant intercompany balances and transactions have been eliminated in consolidation. | |
Accounting Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for business combinations, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. | |
Cash and Cash Equivalents | |
Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. | |
Receivables and Allowance for Doubtful Accounts | |
Commercial Services segment: Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews a customer’s credit history before extending credit. The Company records a provision for estimated losses based upon the inability of its customers to make required payments using historical experience and periodically adjusts these provisions to reflect actual experience. Additionally, the Company will establish a specific allowance for doubtful accounts when it becomes aware of a specific customer’s inability or unwillingness to meet its financial obligations (e.g., bankruptcy filing). There was a $9,000 allowance for doubtful accounts for trade accounts receivables as of December 31, 2013 and no allowance for doubtful accounts as of December 31, 2014. | |
Interpace Diagnostics segment: The Company’s accounts receivable are generated using its proprietary tests. The Company’s services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payor or hospital. The Company recognizes accounts receivable related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. | |
Interpace Diagnostics provided to commercial insurance carriers or governmental program that do not have a contract in place for its proprietary tests may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services. In the absence of an agreement with the patient, or other clearly enforceable legal right to demand payment from commercial insurance carriers or governmental agencies, no accounts receivable is recognized. | |
Unbilled Costs and Accrued Profits | |
In general, contractual provisions, including predetermined payment schedules or submission of appropriate billing detail, establish the prerequisites for billings. Unbilled costs and accrued profits arise when services have been rendered and payment is assured but customers have not been billed. These amounts are classified as a current asset. | |
Unearned Contract Revenue | |
Normally, the customers agree to pay the Company a portion of the fee due under a contract in advance of performance of services because of large recruiting and employee development costs associated with the initial phase of a contract performance and effort required in the development of interactive digital communications. The excess of amounts billed over revenue recognized represents unearned contract revenue, which is classified as a current liability. | |
Loans and Investments in Privately Held Entities | |
From time-to-time, the Company makes investments in and/or loans to privately-held companies. The Company determines whether the fair values of any investments in privately held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, asset quality and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. As of December 31, 2013, the Company had an investment in a privately held non-controlled entity of $1.5 million within Other current assets in the Consolidated Balance Sheets in accordance with Accounting Standards Codification (ASC) 325-20 Investments Other - Cost Method Investments. In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and recorded a charge within continuing operations. | |
On a quarterly basis, the Company reviews outstanding loans receivable to determine if a provision for doubtful notes is necessary. These reviews include discussions with senior management of the investee, and evaluations of, among other things, the investee’s progress against its business plan, its product development activities and customer base, industry market conditions, historical and projected financial performance, expected cash needs and recent funding events. Subsequent cash receipts on the outstanding interest are applied against the outstanding interest receivable balance and the corresponding allowance. As of December 31, 2014 and 2013, the Company had loan receivable balances of $1.3 million and $0.8 million, respectively, which were both fully reserved for. | |
See Note 18, Investment in Privately Held Non-Controlled Entity and Other Arrangements for further information. | |
Property and Equipment | |
Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. | |
Software Costs | |
Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three to seven years. Software costs that do not meet capitalization criteria are expensed immediately. | |
External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years. Software costs that do not meet capitalization criteria are expensed immediately. | |
See Note 6, Property and Equipment and Note 19, Discontinued Operations for further information. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and investments in marketable securities. The Company maintains deposits in federally insured financial institutions. The Company also holds investments in Treasury money market funds that maintain an average portfolio maturity less than 90 days and deposits held with financial institutions may exceed the amount of insurance provided on such deposits; however, management believes the Company is not exposed to significant credit risk due to the financial position of the financial institutions in which those deposits are held and the nature of the investments. | |
Acquisition Accounting | |
The Company accounts for business combinations by applying the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets transferred, liabilities incurred, equity instruments issued, and costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over our interest in the fair value of the identifiable net assets acquired is recorded as goodwill. | |
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and cash flows over that period. Although we believe that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ materially from the forecasted amounts. See Note 3, Acquisitions included for further information. | |
Goodwill and Indefinite-Lived Intangible Assets | |
The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests require significant management judgments and estimates. These estimates are made based on, among other factors, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. | |
The Company tests its goodwill for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the pharmaceutical industry; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill, indefinite-lived intangible assets and our consolidated financial results. If the Company's projected long-term sales growth rate, profit margins, or terminal rate change, or the assumed weighted-average cost of capital is considerably higher, future testing may indicate impairment in this reporting unit and, as a result, all or a portion of these assets may become impaired. | |
The Company tests its goodwill for impairment at the business (reporting) unit level, which is one level below its operating segments. The goodwill has been assigned to the reporting unit to which the value relates. One of the Company's reporting units, Gastrointestinal, has goodwill. The Company tests goodwill by estimating the fair value of the reporting unit using a Discounted Cash Flow (DCF) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. While the Company uses available information to prepare estimates and to perform impairment evaluations, actual results could differ significantly from these estimates or related projections, resulting in impairment related to recorded goodwill balances. | |
During the Company's 2013 annual impairment tests of goodwill and indefinite-lived intangible assets, management did not identify any potential indicators of impairment. See Note 4, Fair Value Measurements and Note 7, Goodwill and Other Intangible Assets for further information. | |
In connection with the Company's decision to dispose of its eDetailing business, the Company concluded that the carrying value of the Group DCA business unit was in excess of its fair value and the goodwill associated with the 2010 acquisition of Group DCA was impaired. The Company reclassified goodwill associated with Group DCA to held-for sale, included with other non-current assets, and reduced the net assets of Group DCA to their relative fair value. An impairment loss of $1.2 million has been recorded within Loss from discontinued operations, net of tax in the consolidated statement of comprehensive loss for the year ended December 31, 2014. See Note 19, Discontinued Operations for further information. | |
Long-Lived Assets, including Finite-Lived Intangible Assets | |
Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. | |
The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During the year ended December 31, 2014, $0.7 million of long-lived assets were impaired within loss from discontinued operations related to the disposition of Group DCA. See Note 7, Goodwill and Other Intangible Assets for further information. | |
Self-Insurance Accruals | |
The Company is self-insured for benefits paid under employee healthcare programs. The Company’s liability for healthcare claims is estimated using an underwriting determination which is based on the current year’s average lag days between when a claim is incurred and when it is paid. The Company maintains stop-loss coverage with third-party insurers to limit its total exposure on all of these programs. Periodically, the Company evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. Management reviews the self-insurance accruals on a quarterly basis. Actual results may vary from these estimates, resulting in an adjustment in the period of the change in estimate. Prior to October 1, 2008, the Company was also self-insured for certain losses for claims filed and claims incurred but not reported relating to workers’ compensation and automobile-related liabilities for Company-leased cars. Beginning October 1, 2008, the Company became fully-insured through an outside carrier for these losses. The Company’s liability for claims filed and claims incurred but not reported prior to October 1, 2008 is estimated on an actuarial undiscounted basis supplied by our insurance brokers and insurers using individual case-based valuations and statistical analysis. These estimates are based upon judgment and historical experience. However, the final cost of many of these claims may not be known for five years or more after filing of the claim. As of December 31, 2013, the Company had no outstanding claims filed and claims incurred but not reported for self-insured automobile-related liabilities. At December 31, 2014 and 2013, self-insurance accruals totaled $0.5 million and $1.0 million, respectively, and are included in other accrued expenses on the balance sheet. | |
Contingencies | |
In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is currently involved in certain legal proceedings and, as required, the Company has accrued its estimate of the probable costs for the resolution of these claims. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Predicting the outcome of claims and litigation, and estimating related costs and exposures, involves substantial uncertainties that could cause actual costs to vary materially from estimates. | |
In connection with the October 31, 2014 acquisition of RedPath the Company assumed a liability for a January 2013 settlement agreement entered into by the former owners of RedPath with the United States Department of Justice (DOJ). Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ. These payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for a substantial portion of the obligation and has recorded an indemnification asset and liability of that amount within other non-current assets and other long-term liabilities. See Note 10, Commitments and Contingencies for further information. | |
Revenue and Cost of Services | |
The Company recognizes revenue from services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists; services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured. The Company's contracts containing multiple deliverables are accounted for in accordance with ASC 605-25, Revenue Recognition: Multiple Element Arrangements. | |
Commercial Services | |
Revenue under Commercial Services contracts is generally based on the number of sales representatives utilized or the number of physician details made and, when applicable, the commercial operations services provided. If contracts include full commercial operations services, the Company has determined that there are two units of accounting in these arrangements: the sales team providing product detailing services; and the commercial operations providing full supply chain management, operations, marketing, compliance, and regulatory/medical management services. Revenue is generally recognized on a straight-line basis over the contract period or as the physician details are performed. A portion of revenues earned under certain contracts may be risk-based. The risk-based metrics may be based on activity metrics such as call activity, turnover, or other agreed upon measures, or on contractually defined percentages of prescriptions written. Revenue from risk-based metrics is recognized in the period which the metrics have been attained and when we are reasonably assured that payment will be made. Many of the Company's product detailing contracts also allow for additional periodic incentive fees to be earned if certain activities have occurred or client specific sales performance benchmarks have been attained. Revenue from incentive fees is recognized in the period earned when the performance benchmarks have been attained and when the Company is reasonably assured that payment will be made. Many contracts also stipulate penalties if agreed upon performance benchmarks have not been met. Revenue is recognized net of any potential penalties until the performance criteria relating to the penalties have been achieved. Commission based revenue is recognized when performance is completed. | |
The Company's Commercial Services contracts are generally for terms of one to three years and may be renewed or extended. The majority of these contracts, however, are terminable by the customer without cause upon 30 days' to 180 days’ prior written notice. Certain contracts include provisions mandating that such notice may not be provided prior to a pre-determined future date and also provide for termination payments if the customer terminates the agreement without cause. Typically, however, the total compensation provided by minimum service periods (otherwise referred to as minimum purchase obligations) and termination payments within any individual agreement will not fully offset the revenue the Company would have earned from fully executing the contract or the costs the Company may incur as a result of its early termination. | |
The Company maintains continuing relationships with its Commercial Services customers which may lead to multiple ongoing contracts with one customer. In situations where the Company enters into multiple contracts with one customer at or near the same time, the Company evaluates the various factors involved in negotiating the arrangements in order to determine if the contracts were negotiated in contemplation of one and other and should be accounted for as a single agreement. | |
The loss or termination of large pharmaceutical detailing contracts could have a material adverse effect on the Company’s financial condition, results of operations and cash flow. Historically, the Company has derived a significant portion of its service revenue from a limited number of customers. Concentration of business in the pharmaceutical industry is common and the industry continues to consolidate. As a result, the Company is likely to continue to experience further customer concentration in future periods. See Note 13, Significant Customers, for additional information related to customers' who represented 10% or more of the Company's revenue. | |
Cost of services consists primarily of the costs associated with executing product detailing programs, performance based contracts or other sales and marketing services identified in the contract and includes personnel costs and other direct costs, as well as the initial direct costs associated with staffing a product detailing program. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for the sales representatives, sales managers and professional staff that are directly responsible for executing a particular program. Other direct costs include, but are not limited to, facility rental fees, travel expenses, sample expenses and other promotional expenses. | |
Initial direct program costs are the costs associated with initiating a product detailing program, such as recruiting and hiring and certain other direct incremental costs, excluding pass through costs that are billed to customers. Other direct costs include, but are not limited to, facility rental fees, travel expenses, sample expenses and other promotional expenses. Initial direct program costs are deferred and amortized to expense in proportion to the revenue recognized as driven by the terms of the underlying contract. As of December 31, 2014 and 2013, the Company deferred $0.4 million and $2.3 million of initial direct program costs, respectively. During each of the years ended December 31, 2014 and 2013, the Company amortized $0.9 million of initial direct program costs into expense. All personnel costs and other direct costs, excluding initial direct program costs, are expensed as incurred. | |
Reimbursable out-of-pocket expenses include those relating to travel, meals and entertainment, product sample distribution costs and other similar costs for which the Company is reimbursed at cost by its customers. Reimbursements received for out-of-pocket expenses incurred are characterized as revenue and an identical amount is included as cost of services in the consolidated statements of comprehensive loss. For the years ended December 31, 2014 and 2013, reimbursable out-of-pocket expenses were $27.4 million and $30.8 million, respectively. | |
Training costs include the costs of training the sales representatives and managers on a particular product detailing program so that they are qualified to properly perform the services specified in the related contract. For the majority of the Company’s contracts, training costs are reimbursable out-of-pocket expenses. | |
Interpace Diagnostics | |
Interpace Diagnostics revenue is generated using the Company's proprietary tests. The Company's performance obligation is fulfilled upon completion, review and release of test results and subsequently billing the third-party payor or hospital. Interpace Diagnostics recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. Amounts not collected are charged to bad debt expense. | |
Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that insurance declines to reimburse the Company. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue is only recognized upon the earlier of payment notification or cash receipt. Accordingly, the Company recognizes revenue from commercial insurance carriers and governmental programs without a contract, when payment is received. | |
Persuasive evidence of an arrangement exists and delivery is deemed to have occurred upon completion, review, and release of the test results by the Company and then subsequently billing the third-party payor or hospital. The assessment of the fixed or determinable nature of the fees charged for diagnostic testing performed, and the collectability of those fees, requires significant judgment by management. Management believes that these two criteria have been met when there is contracted reimbursement coverage or a predictable pattern of collectability with individual third-party payors or hospitals and accordingly, recognizes revenue upon delivery of the test results. In the absence of contracted reimbursement coverage or a predictable pattern of collectability, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon request of third-party payor notification of payment or when cash is received, and recognizes revenue at that time. | |
Cost of services consists primarily of the costs associated with operating the Company's laboratories and other costs directly related to the Company's tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, and facility expenses. | |
Stock-Based Compensation | |
The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. | |
The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and stock-based stock appreciation rights (SARs). The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units (RSUs) and restricted shares is equal to the closing stock price on the date of grant. | |
In the first quarter of 2014, the Company issued market contingent SARs. The fair value estimate of market contingent SARs was calculated using a Monte Carlo Simulation model. The market contingent SARs are subject to a time-based vesting schedule, but will not vest unless and until certain additional, market-based conditions are satisfied. | |
See Note 12, Stock-Based Compensation for further information. | |
Treasury Stock | |
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. | |
Rent Expense | |
Minimum rental expenses are recognized over the term of the lease. The Company recognizes minimum rent starting when possession of the property is taken from the landlord, which may include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. | |
Income taxes | |
Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. | |
The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. | |
The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. The Company believes that any potential audit adjustments will not have a material adverse effect on its financial condition or liquidity. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. | |
Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. | |
Loss per Share | |
Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. As a result of the losses incurred in both 2014 and 2013, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. | |
Comprehensive Income (Loss) | |
Comprehensive income (loss) includes net loss and the net unrealized gains and losses on investment securities, net of tax. Other comprehensive income (loss) is net of reclassification adjustments for items currently included in net loss, such as realized gains and losses on investment securities. | |
Subsequent Events | |
On February 27, 2015, we completed the sale of certain assets and liabilities of our subsidiary, Group DCA, LLC (Group DCA), to Haymarket Media, Inc. (Haymarket) in exchange for future services and potential future royalty payments. See Item 9B, Other Information, and Note 19, Discontinued Operation, for further information. | |
Reclassifications | |
The Company reclassified certain prior period activities and balances to conform to the current year presentation. See Note 19, Discontinued Operation, for further information. |
Recent_Accounting_Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2014 | |
Recent Accounting Standards [Abstract] | |
Significant Accounting Policies [Text Block] | Recent Accounting Standards |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 (ASU 2014-09), “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. ASU 2014-09's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. | |
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early application is not permitted. The Company is currently evaluating the impact of adopting ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard. | |
In April 2014, the FASB issued ASU 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company is currently assessing the future impact of ASU 2014-08 on its consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Acquisitions | Assets of Asuragen, Inc. | |||||||
On August 13, 2014, the Company, through its wholly-owned subsidiary Interpace Diagnostics, LLC (Interpace or IDx), consummated an agreement to acquire certain fully developed thyroid and pancreas cancer diagnostic tests, other tests in development for thyroid cancer, associated intellectual property and a biobank with more than 5,000 patient tissue samples (collectively the Acquired Property) from Asuragen, Inc. (Asuragen) pursuant to an asset purchase agreement (the Agreement). The Company paid $8.0 million at closing and paid an additional $0.5 million to Asuragen for certain integral transition service obligations set forth in a transition services agreement, entered into concurrently with the Agreement. The Company also entered into two license agreements with Asuragen relating to the Company’s ability to sell the fully developed thyroid and pancreas cancer diagnostic tests and other tests in development for thyroid cancer. In addition, the Company will be obligated to make a milestone payment of $0.5 million to Asuragen upon the earlier of the launch of a pancreas product or February 13, 2016, and to pay royalties of 5.0% on the future net sales of the pancreas diagnostics product line for a period of ten years following a qualifying sale, 3.5% on the future net sales of the thyroid diagnostics product line through August 13, 2024 and 1.5% on the future net sales of certain other thyroid diagnostics products for a period of ten years following a qualifying sale, collectively the contingent consideration. | ||||||||
The acquisition has been accounted for as a business combination, subject to the provisions of ASC 805-10-50, Business Combinations, and been treated as an asset acquisition for tax purposes. In connection with the transaction, the Company has preliminarily recorded $13.0 million of finite lived intangible assets having a weighted-average amortization period of 7.9 years. See Note 5, Goodwill and Other Intangible Assets, for additional information. | ||||||||
The Company determined a preliminary acquisition date fair value of the contingent consideration (inclusive of the aforementioned milestone payment and royalties on future net sales) of $4.5 million. The royalty portion of the contingent consideration is based on a probability-weighted income approach derived from estimated future revenues. The fair value measurement is based on significant subjective assumptions and inputs not observable in the market and thus represents a Level 3 fair value measurement. Future revisions to these assumptions could materially change the estimate of the fair value of the contingent consideration and therefore materially affect the Company’s future financial results. See Note 7, Fair Value Measurements, for further information. There was no change in the fair value of the contingent consideration during the period ended December 31, 2014. Going forward, the Company will estimate the change in the fair value of the contingent consideration as of each reporting period and recognize the change in fair value in the statement of comprehensive income (loss). The reconciliation of consideration given for the Acquired Property to the preliminary allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: | ||||||||
Cash | $ | 8,000 | ||||||
Transition services obligation | 500 | |||||||
Contingent consideration | 4,476 | |||||||
Total consideration | $ | 12,976 | ||||||
Thyroid | $ | 8,519 | ||||||
Pancreas | 2,882 | |||||||
Biobank | 1,575 | |||||||
Acquired intangible assets | $ | 12,976 | ||||||
The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The final allocation price could differ materially from the preliminary allocation. Any subsequent changes to the purchase price allocation that result in material changes to the Company’s consolidated financial results will be adjusted accordingly. | ||||||||
The unaudited pro forma consolidated statements of operations reflecting the Company’s acquisition of the Acquired Property are not provided as that presentation would require forward-looking information in order to meaningfully present the effects of the acquisition. | ||||||||
RedPath Integrated Pathology, Inc. | ||||||||
On October 31, 2014, the Company and its wholly-owned subsidiary, Interpace, entered into an Agreement and Plan of Merger (the Agreement) to acquire RedPath Integrated Pathology, Inc. (RedPath), a molecular diagnostics company helping physicians better manage patients at risk for certain types of gastrointestinal cancers through its proprietary PathFinderTG® platform (the Transaction), and related documents (collectively, the Transaction Documents). This Transaction establishes Interpace in the upper gastroenterology cancer diagnostic market and provides the Company a growth platform in the diagnostic oncology space, particularly in endocrine and gastrointestinal cancer. | ||||||||
In addition to the Agreement, the Transaction Documents, dated October 31, 2014, include the following: | ||||||||
•a Non-negotiable Subordinated Secured Promissory Note (the Note), dated October 31, 2014, by the Company in favor of RedPath Equityholder Representative, LLC (the Equityholder Representative); | ||||||||
•a Contingent Consideration Agreement with the Equityholder Representative (the Contingent Consideration Agreement); | ||||||||
•a Credit Agreement among the Company and the financial institutions party thereto from time to time as lenders (the Lenders) and agent for the Lenders (the Agent); | ||||||||
•a Guarantee and Collateral Agreement by PDI, Inc. and certain of its subsidiaries, in favor of the Agent (the Senior Guarantee); | ||||||||
•a Guarantee and Collateral Agreement (the Subordinated Guarantee) by the Company and certain of its subsidiaries in favor of the Equityholder Representative; and | ||||||||
•a Subordination and Intercreditor Agreement (the Intercreditor Agreement) by and among the Company, the Equityholder Representative and the Agent. | ||||||||
Under the terms of the Agreement, the Company paid net cash of $13.4 million to the Equityholder Representative, on behalf of the equityholders of RedPath (the Equityholders), at the closing of the Transaction, inclusive of a working capital adjustment of $1.6 million. The Agreement contains customary representations, warranties and covenants of the Company and RedPath. Subject to certain limitations, the parties will be required to indemnify each other for damages resulting from breaches of the representations, warranties and covenants made in the Agreement and certain other matters. | ||||||||
The Company also issued an interest-free Note to the Equityholder Representative, on behalf of the Equityholders, at the closing of the Transaction for $11.0 million to be paid in eight equal consecutive quarterly installments beginning October 1, 2016. The interest rate will be 5.0% in the event of a default under the Note. The obligations of the Company under the Note are guaranteed by the Company and its Subsidiaries pursuant to the Subordinated Guarantee in favor of the Equityholder Representative. Pursuant to the Subordinated Guarantee, the Company and its Subsidiaries also granted a security interest in substantially all of their assets, including intellectual property, to secure their obligations to the Equityholder Representative. The Company has recorded the present value of the Note to the Equityholder Representative at approximately $7.3 million using a discount rate of 13.5%. | ||||||||
In connection with the Transaction, the Company also entered into the Contingent Consideration Agreement with the Equityholder Representative. Pursuant to the Contingent Consideration Agreement, the Company has agreed to issue to the Equityholders 500,000 shares of the Company’s common stock, par value $0.01 (Common Stock), upon acceptance for publication of a specified article related to PathFinderTG® for the management of Barrett’s esophagus, and an additional 500,000 shares of Common Stock upon the commercial launch of PathFinderTG® for the management of Barrett’s esophagus (collectively, the Common Stock Milestones). The pending issuance of Common Stock have been recorded as Common Stock and Additional paid-in capital in the Company's consolidated balance sheet as of December 31, 2014. In the event of a change of control of the Company, Interpace or RedPath on or before April 30, 2016, the Common Stock Milestones not then already achieved will be accelerated and the Equityholders will be immediately entitled to receive the Common Stock not yet previously issued to them. The Equityholders are entitled to an additional $5 million cash payment upon the achievement by the Company of $14.0 million or more in annual net sales of PathFinderTG® for the management of Barrett’s esophagus and a further $5 million cash payment upon the achievement by the Company of $37.0 million or more in annual net sales of a basket of assays of Interpace and RedPath. In addition, the Company is obligated to pay revenue based payments through 2025 of 6.5% on annual net sales above $12.0 million of PathFinderTG®-Pancreas, 10% on annual net sales up to $30 million of PathFinderTG® for the management of Barrett’s esophagus and 20% on annual net sales above $30 million of PathFinderTG® for the management of Barrett’s esophagus. These amounts were recorded at fair value at the date of acquisition and total $22.1 million for the cash portion and $1.8 million for the stock component. | ||||||||
In connection with the Transaction, the Company entered into the Credit Agreement with the Agent and the Lenders. Pursuant to and subject to the terms of the Credit Agreement, the Lenders agreed to provide a term loan to the Company in the aggregate principal amount of $20.0 million (the Loan). The Company received net proceeds of approximately $19.6 million following payment of certain fees and expenses in connection with the Credit Agreement and the maturity date of the loan is October 31, 2020. The Loan bears interest at the greater of (a) three month LIBOR and (b) 1.0%, plus a margin of 12.5%, payable in cash quarterly in arrears, beginning on February 17, 2015. The interest rate will be increased by 3.0% in the event of a default under the Credit Agreement. Beginning in January 2017, the Company will be required to make principal payments on the Loan. Beginning in January 2017 and ending on October 31, 2020, subject to a $250,000 per quarter cap, the Lenders will be entitled to receive quarterly revenue based payments from the Company equal to 1.25x of revenue derived from net sales of molecular diagnostics products (the Synthetic Royalty) and a catch up provision in the fourth quarter of the calendar years ending December 31, 2017, 2018 and 2019. | ||||||||
The Company agreed to pay certain out-of-pocket costs and expenses incurred by the Lenders and the Agent in connection with the Credit Agreement and related documents, the administration of the Loan and related documents or the enforcement or protection of the Lenders’ rights. The Lenders are also entitled to (a) a $0.3 million origination fee and (b) a $0.8 million exit fee. In addition, if the Loan is prepaid, the Lenders are entitled to (c) a prepayment fee equal to 6.0% of the Loan if the Loan is prepaid on or after October 31, 2015 but prior to October 31, 2016, 5.0% of the Loan if the Loan is prepaid on or after October 31, 2016 but prior to October 31, 2017 and 2.0% if the Loan is prepaid on or after October 31, 2017 but prior to October 31, 2018, and (d) a prepayment premium applicable to the Synthetic Royalty equal to (i)(1) 1.25% multiplied by (2) the lesser of (A) $80.0 million and (B) the aggregate revenue on net sales of molecular diagnostics products for the four most recently-completed fiscal quarters, multiplied by (ii) the number of days remaining until October 31, 2020, divided by (iii) 360. The Company must also make a mandatory prepayment in connection with the disposition of certain of the Company’s assets. See Note 21, Long-term debt, for further information. | ||||||||
The acquisition has been accounted for as a business combination, subject to the provisions of ASC 805-10-50 and has been treated as a stock acquisition for tax purposes. In connection with the transaction, the Company has preliminarily recorded $15.5 million of goodwill and $34.5 million of finite lived intangible assets having a weighted-average amortization period of 8.1 years. See Note 7, Goodwill and Other Intangible Assets, for additional information. | ||||||||
The Company determined a preliminary acquisition date fair value of the contingent consideration (inclusive of the aforementioned milestone payments, royalties on future net sales and Common Stock Milestones) of $23.9 million. The royalty portion of the contingent consideration is based on a probability-weighted income approach derived from estimated future revenues. The fair value measurement is based on significant subjective assumptions and inputs not observable in the market and thus represents a Level 3 fair value measurement. Future revisions to these assumptions could materially change the estimate of the fair value of the contingent consideration and therefore materially affect the Company’s future financial results. See Note 4, Fair Value Measurements, for further information. There was no change in the fair value of the contingent consideration during the period ended December 31, 2014. Going forward, the Company will estimate the change in the fair value of the contingent consideration as of each reporting period and recognize the change in fair value in the consolidated statement of comprehensive income (loss). In addition, the Company recorded an indemnification asset and liability of $2.5 million related to a joint settlement reached between RedPath and the DOJ, with no charges ever being filed against RedPath. The indemnification asset and liability are recorded within Other long-term assets and Other long-term liabilities, respectively. The reconciliation of consideration given for RedPath to the preliminary allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: | ||||||||
Cash | $ | 13,572 | ||||||
Subordinated note payable | 7,396 | |||||||
Cash | $ | 22,066 | ||||||
Common stock | 1,820 | |||||||
Contingent consideration | 23,886 | |||||||
Total consideration | $ | 44,854 | ||||||
Goodwill | $ | 15,545 | ||||||
Pancreas Test | $ | 16,141 | ||||||
Barrett's Test | 18,351 | |||||||
Acquired intangible assets | 34,492 | |||||||
Current assets | 5,465 | |||||||
Indemnification asset, long-term - DOJ settlement | 2,500 | |||||||
Other long-term assets | 366 | |||||||
Current liabilities | (4,809 | ) | ||||||
DOJ settlement, long-term (indemnified by RedPath) | (2,500 | ) | ||||||
Deferred income tax liability | (6,205 | ) | ||||||
Total acquired assets | $ | 44,854 | ||||||
The estimated fair values of assets acquired and liabilities assumed in each of acquisitions above are considered preliminary and are based on the most recent information available. The provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one-year from the acquisition dates. | ||||||||
The following unaudited pro forma consolidated results of operations for the years ended December 31, 2014 and 2013 assume that the Company had acquired 100% of the membership interests in RedPath as of the beginning of the period presented. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results. | ||||||||
(unaudited) | ||||||||
For the Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue | $ | 128,247 | $ | 162,007 | ||||
Net loss | $ | (24,299 | ) | $ | (9,850 | ) | ||
Loss per share | $ | (1.63 | ) | $ | (0.67 | ) |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Fair Value Disclosures [Text Block] | Fair Value Measurements | |||||||||||||||||||
The Company's financial assets and liabilities reflected at fair value in the consolidated financial statements include: cash and cash equivalents; short-term investments; accounts receivable; other current assets; accounts payable; and contingent consideration. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: | ||||||||||||||||||||
Level 1:Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. | ||||||||||||||||||||
Level 2:Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. | ||||||||||||||||||||
Level 3:Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities. | ||||||||||||||||||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. | ||||||||||||||||||||
As of December 31, 2014 | Fair Value Measurements | |||||||||||||||||||
Carrying | Fair | As of December 31, 2014 | ||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets: | ||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||
Cash | $ | 6,836 | $ | 6,836 | $ | 6,836 | $ | — | $ | — | ||||||||||
Money market funds | 16,275 | 16,275 | 16,275 | — | — | |||||||||||||||
$ | 23,111 | $ | 23,111 | $ | 23,111 | $ | — | $ | — | |||||||||||
Marketable securities: | ||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | ||||||||||
Mutual funds | 59 | 59 | 59 | — | — | |||||||||||||||
U.S. Treasury securities | 1,070 | 1,070 | 1,070 | — | — | |||||||||||||||
Government agency securities | 317 | 317 | 317 | — | — | |||||||||||||||
$ | 1,494 | $ | 1,494 | $ | 1,494 | $ | — | $ | — | |||||||||||
Liabilities: | ||||||||||||||||||||
Contingent consideration: | ||||||||||||||||||||
Asuragen | $ | 4,476 | $ | 4,476 | $ | — | $ | — | $ | 4,476 | ||||||||||
RedPath | 22,066 | 22,066 | — | — | 22,066 | |||||||||||||||
$ | 26,542 | $ | 26,542 | $ | — | $ | — | $ | 26,542 | |||||||||||
As of December 31, 2013 | Fair Value Measurements | |||||||||||||||||||
Carrying | Fair | As of December 31, 2013 | ||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets: | ||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||
Cash | $ | 10,315 | $ | 10,315 | $ | 10,315 | $ | — | $ | — | ||||||||||
Money market funds | 35,324 | 35,324 | 35,324 | — | — | |||||||||||||||
$ | 45,639 | $ | 45,639 | $ | 45,639 | $ | — | $ | — | |||||||||||
Marketable securities: | ||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | ||||||||||
Mutual funds | 55 | 55 | 55 | — | — | |||||||||||||||
U.S. Treasury securities | 1,730 | 1,730 | 1,730 | — | — | |||||||||||||||
Government agency securities | 382 | 382 | 382 | — | — | |||||||||||||||
$ | 2,215 | $ | 2,215 | $ | 2,215 | $ | — | $ | — | |||||||||||
The fair value of marketable securities is valued using market prices in active markets (level 1). As of December 31, 2014 and 2013, the Company did not have any marketable securities in less active markets (level 2) or without observable market values that would require a high level of judgment to determine fair value (level 3). | ||||||||||||||||||||
In connection with the acquisition of the Acquired Property from Asuragen and acquisition of RedPath, the Company recorded $4.5 million and $22.1 million of contingent cash consideration related to deferred payments and revenue based payments, respectively. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. There was no change in the fair value of the contingent consideration during the period ended December 31, 2014. | ||||||||||||||||||||
The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. There is no fair value ascribed to the letters of credit as management does not expect any material losses to result from these instruments because performance is not expected to be required. | ||||||||||||||||||||
Certain of the Company's non-financial assets, such as other intangible assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The following table summarizes these assets of the Company measured at fair value on a nonrecurring basis as of December 31, 2014: | ||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||
Carrying Amount as of | 31-Dec-14 | |||||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Long-lived assets held and used: | ||||||||||||||||||||
Thyroid | $ | 522 | $ | — | $ | — | $ | 522 | ||||||||||||
Pancreas | 8,519 | — | — | 8,519 | ||||||||||||||||
Biobank | 2,728 | — | — | 2,728 | ||||||||||||||||
Pancreas test | 1,428 | — | — | 1,428 | ||||||||||||||||
Barrett's test | 15,756 | — | — | 15,756 | ||||||||||||||||
CLIA lab | 18,351 | — | — | 18,351 | ||||||||||||||||
$ | 47,304 | $ | — | $ | — | $ | 47,304 | |||||||||||||
On December 31, 2014, the Company classified the Group DCA business unit as held-for-sale, other long-term assets in the consolidated balance sheets, and a portion of the goodwill balance was impaired. See Note 19, Discontinued Operations for further information. As of December 31, 2014, the Company has $15.5 million of goodwill attributable to the October 31, 2014 acquisition of RedPath. |
Investments_in_Marketable_Secu
Investments in Marketable Securities | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Investments in Marketable Securities | |||||||||||||||||||||||
Available-for-sale securities are carried at fair value with the unrealized holding gains or losses, net of tax, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses on available-for-sale securities are computed based upon specific identification and included in other income (expense), net in the consolidated statements of comprehensive loss. Declines in value judged to be other than-temporary on available-for-sale securities are recorded as realized in other income (expense), net in the consolidated statements of comprehensive loss and the cost basis of the security is reduced. The fair values for marketable equity securities are based on quoted market prices. Held-to-maturity investments are stated at amortized cost which approximates fair value. Interest income is accrued as earned. Realized gains and losses on held-to-maturity investments are computed based upon specific identification and included in interest income, net in the consolidated statements of comprehensive loss. The Company does not have any investments classified as trading. | ||||||||||||||||||||||||
Available-for-sale securities consist of assets in a rabbi trust associated with the Company’s deferred compensation plan. At both December 31, 2014 and 2013, the carrying value of available-for-sale securities was approximately $107,000 and $103,000, respectively, which is included in short-term investments. The available-for-sale securities at December 31, 2014 and 2013 were approximately $48,000 in money market accounts for both periods, and approximately $59,000 and $55,000, respectively, in mutual funds. At December 31, 2014, accumulated other comprehensive income included gross unrealized holding gains of approximately $16,000 and no gross unrealized holding losses. At December 31, 2013, accumulated other comprehensive income (loss) included gross unrealized holding gains of approximately $16,000 and no gross unrealized holding losses. During the years ended December 31, 2014 and 2013, other income, net included no gross realized losses or realized gains. | ||||||||||||||||||||||||
The Company’s other marketable securities consist of investment grade debt instruments such as obligations of U.S. Treasury and U.S. Federal Government agencies and are maintained in separate accounts to support the Company’s letters-of-credit. These investments are categorized as held-to-maturity because the Company’s management has the intent and ability to hold these securities to maturity. The Company had standby letters-of-credit of approximately $1.4 million and $2.0 million at December 31, 2014 and 2013, respectively, as collateral for its existing insurance policies and facility leases. | ||||||||||||||||||||||||
At December 31, 2014 and 2013, held-to-maturity investments included: | ||||||||||||||||||||||||
Maturing | Maturing | |||||||||||||||||||||||
December 31, | within | after 1 year | December 31, | within | after 1 year | |||||||||||||||||||
2014 | 1 year | through | 2013 | 1 year | through | |||||||||||||||||||
3 years | 3 years | |||||||||||||||||||||||
Cash/money market funds | $ | 204 | $ | 204 | $ | — | $ | 116 | $ | 116 | $ | — | ||||||||||||
US Treasury securities | 1,070 | 105 | 965 | 1,730 | 1,360 | 370 | ||||||||||||||||||
Government agency securities | 317 | 225 | 92 | 382 | 382 | — | ||||||||||||||||||
Total | $ | 1,591 | $ | 534 | $ | 1,057 | $ | 2,228 | $ | 1,858 | $ | 370 | ||||||||||||
At December 31, 2014 and December 31, 2013, held-to-maturity investments were recorded in the following accounts: | ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Other current assets | $ | 534 | $ | 1,858 | ||||||||||||||||||||
Other long-term assets | 1,057 | 370 | ||||||||||||||||||||||
Total | $ | 1,591 | $ | 2,228 | ||||||||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | Property and Equipment | |||||||
Property and equipment consisted of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Furniture and fixtures | $ | 3,807 | $ | 3,625 | ||||
Office equipment | 2,228 | 1,170 | ||||||
Computer equipment | 7,017 | 6,396 | ||||||
Internal-use software | 11,539 | 11,087 | ||||||
External-use software | — | — | ||||||
Leasehold improvements | 7,008 | 6,883 | ||||||
31,599 | 29,161 | |||||||
Less accumulated depreciation | (28,415 | ) | (27,593 | ) | ||||
$ | 3,184 | $ | 1,568 | |||||
Depreciation and amortization expense was approximately $1.6 million and $1.4 million for the years ended December 31, 2014 and 2013, respectively. Included in depreciation and amortization expense is amortization expense for internal-use software costs of approximately $0.2 million in each of the years ended December 31, 2014 and 2013. As of December 31, 2014 and 2013, the unamortized balance of capitalized internal-use software was $1.0 million and $0.7 million, respectively. | ||||||||
During each of the years ended December 31, 2014 and 2013, the Company capitalized $0.5 million of internal-use software related to investment in the development of its core systems. | ||||||||
During the year ended December 31, 2014, the Company recorded a non-cash charge of approximately $0.6 million for the write-down of the remaining balance of the external-use software within Loss from discontinued operations, net of tax based on the decision to sell Group DCA and exit the eDetailing business. As of December 31, 2014, there was no unamortized balance of capitalized external-use software. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ||||||||||||||||
. | Goodwill and Other Intangible Assets | |||||||||||||||
Goodwill recorded as of December 31, 2014 of $15.5 million is attributable to the 2014 acquisition of RedPath. Goodwill recorded as of December 31, 2013 was attributable to the 2010 acquisition of Group DCA and has been reclassified as held-for-sale. See Note19, Discontinued Operations for further information. | ||||||||||||||||
Goodwill | ||||||||||||||||
In connection the Company's decision to dispose of Group DCA, the Company reclassed the $2.5 million goodwill balance to assets held-for-sale within Other non-current assets in the consolidated balance sheet as of December 31, 2014 and impaired $1.2 million of the goodwill associated with the 2010 acquisition of Group DCA as the fair value of the Group DCA reporting unit was below its carrying value including goodwill, leaving a balance of $1.3 million. A rollforward of the carrying value of goodwill from continuing operations from January 1, 2014 to December 31, 2014 is as follows: | ||||||||||||||||
2014 | ||||||||||||||||
January 1, | Additions | Adjustments | Impairments | December 31, | ||||||||||||
RedPath | $ | — | $ | 15,545 | $ | — | $ | — | $ | 15,545 | ||||||
Other Intangible Assets | ||||||||||||||||
The net carrying value of the identifiable intangible assets as of December 31, 2014 is as follows: | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||
Life | Carrying | Accumulated | ||||||||||||||
(Years) | Amount | Amortization | Net | |||||||||||||
Diagnostic assets: | ||||||||||||||||
Asuragen acquisition: | ||||||||||||||||
Thyroid | 9 | $ | 8,519 | $ | — | $ | 8,519 | |||||||||
Pancreas | 7 | 2,882 | 154 | 2,728 | ||||||||||||
Biobank | 4 | 1,575 | 147 | 1,428 | ||||||||||||
RedPath acquisition: | ||||||||||||||||
Pancreas test | 7 | 16,141 | 385 | 15,756 | ||||||||||||
Barrett's test | 9 | 18,351 | — | 18,351 | ||||||||||||
Total | $ | 47,468 | $ | 686 | $ | 46,782 | ||||||||||
Diagnostic lab: | ||||||||||||||||
CLIA Lab | 2.3 | $ | 609 | $ | 87 | $ | 522 | |||||||||
Amortization expense was $0.8 million for the year ended December 31, 2014. There was no amortization expense for the year ended December 31, 2013. Amortization of the thyroid diagnostic asset will begin upon launch of the product. Estimated amortization expense for the next five years is as follows: | ||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||
$ | 5,102 | $ | 6,358 | $ | 6,097 | $ | 5,949 | $ | 5,703 | |||||||
Retirement_Plans
Retirement Plans | 12 Months Ended | |
Dec. 31, 2014 | ||
Compensation and Retirement Disclosure [Abstract] | ||
Pension and Other Postretirement Benefits Disclosure [Text Block] | ||
8 | Retirement Plans | |
The Company offers an employee 401(k) saving plan. Under the PDI, Inc. 401(k) Plan, employees may contribute up to 50% of their pre- or post-tax base compensation. The Company currently offers a safe harbor matching contribution equal to 100% of the first 3% of the participant’s contributed base salary plus 50% of the participant’s base salary contributed exceeding 3% but not more than 5%. Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock. The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2014 and December 31, 2013 was approximately $0.9 million and $0.7 million, respectively. |
Accrued_Expenses_and_LongTerm_
Accrued Expenses and Long-Term Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | ong-term liabilities consisted of the following as of December 31, 2014 and 2013: | |||||||
December 31, | December 31, 2013 | |||||||
2014 | ||||||||
Rent payable | $ | 209 | $ | 557 | ||||
Uncertain tax positions | 3,267 | 3,109 | ||||||
Deferred tax liability | 2,525 | — | ||||||
Facilities realignment accrual | 43 | 560 | ||||||
DOJ settlement (indemnified by RedPath) | 2,500 | — | ||||||
Liabilities held-for-sale | 329 | 817 | ||||||
Other | 270 | 142 | ||||||
$ | 9,143 | $ | 5,185 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies | |||||||||||||||||||
The Company leases facilities, automobiles and certain equipment under agreements classified as operating leases, which expire at various dates through 2017. Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses as well as pre-defined rent escalations. Total expense under these agreements for the years ended December 31, 2014 and 2013 was approximately $5.8 million and $4.9 million, respectively, of which $5.2 million and $4.1 million, respectively, related to automobiles leased for use by employees for a lease term of one year from the date of delivery with the option to renew and was included in cost of services in consolidated statements of comprehensive loss. | ||||||||||||||||||||
As of December 31, 2014, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: | ||||||||||||||||||||
Less than | 1 to 3 | 3 to 5 | After | |||||||||||||||||
Total | 1 Year | Years | Years | 5 Years | ||||||||||||||||
Contingent consideration (1) | $ | 26,542 | $ | 633 | $ | 2,435 | $ | 14,683 | $ | 8,791 | ||||||||||
Contractual obligations (2) | 330 | 284 | 46 | — | — | |||||||||||||||
Operating lease obligations: | ||||||||||||||||||||
Minimum lease payments | 6,107 | 4,114 | 1,993 | — | — | |||||||||||||||
Less minimum sublease rentals (3) | (3,222 | ) | (2,469 | ) | (753 | ) | — | — | ||||||||||||
Net minimum lease payments | 2,885 | 1,645 | 1,240 | — | — | |||||||||||||||
Total | $ | 29,757 | $ | 2,562 | $ | 3,721 | $ | 14,683 | $ | 8,791 | ||||||||||
(1) Amounts represent contingent royalty and milestone payments in connection with our 2014 acquisitions based on annual net sales and the launch of the diagnostic tests acquired. | ||||||||||||||||||||
(2) Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. | ||||||||||||||||||||
(3) As of December 31, 2014, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility, the Dresher, Pennsylvania facility, and the Schaumburg, Illinois facility. These subleases will provide aggregated lease income of approximately $1.9 million, $1.3 million and $18,000, respectively, over the remaining lease periods. | ||||||||||||||||||||
Letters of Credit | ||||||||||||||||||||
As of December 31, 2014, the Company had $1.4 million in letters of credit outstanding as required by its existing insurance policies and its facility leases. As discussed in Note 5, Investments in Marketable Securities these letters of credit are collateralized by certain investments. | ||||||||||||||||||||
Litigation | ||||||||||||||||||||
Due to the nature of the businesses in which the Company is engaged, such as product detailing and in the past, the distribution of products, it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products the Company promotes or distributes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and recent increases in litigation related to healthcare products, including pharmaceuticals. The Company seeks to reduce its potential liability under its service agreements through measures such as contractual indemnification provisions with customers (the scope of which may vary from customer to customer, and the performance of which is not secured) and insurance. The Company could, however, also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. | ||||||||||||||||||||
The Company routinely assesses its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. As of December 31, 2014 and 2013, the Company's accrual for litigation and threatened litigation was not material to the consolidated financial statements. | ||||||||||||||||||||
In connection with the October 31, 2014 acquisition of RedPath the Company assumed a liability for a January 2013 settlement agreement entered into by the former owners of RedPath with the DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ for the calendar years ended December 31, 2014 through 2017 up to a maximum of $3.0 million. | ||||||||||||||||||||
Payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for $2.5 million of the obligation and has recorded an indemnification asset of that amount within other non-current assets. At December 31, 2014, the Company recorded $3.0 million as its best estimate of the amount that will be required to be paid under the settlement agreement based on its estimate of future revenues, of which $0.5 million is included in other accrued expenses and $2.5 million is included in other long-term liabilities. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | Preferred Stock |
The board of directors of PDI (Board) is authorized to issue, from time-to-time, up to 5,000,000 shares of preferred stock in one or more series. The Board is authorized to fix the rights and designation of each series, including dividend rights and rates, conversion rights, voting rights, redemption terms and prices, liquidation preferences and the number of shares of each series. As of December 31, 2014 and 2013, there were no issued and outstanding shares of preferred stock. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation | ||||||||||||
The Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. The Company considers its stock-incentive program critical to its operations and productivity. Currently, the Company is able to grant options, SARs and restricted shares from the PDI, Inc. Amended and Restated 2004 Stock Award and Incentive Plan (the Amended 2004 Plan), which is described below. | |||||||||||||
The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and SARs. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Expected volatility is based on historical volatility. As there is no trading volume for the Company’s options, implied volatility is not representative of the Company’s current volatility so the historical volatility of the Company's common stock is determined to be more indicative of the Company’s expected future stock performance. The expected life is determined using the safe-harbor method. The Company expects to use this simplified method for valuing employee options and SARs grants until more detailed information about exercise behavior becomes available over time. The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options or SARs. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options and SARs on a straight-line basis over the vesting period of the grant. | |||||||||||||
The estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. | |||||||||||||
The following table provides the weighted average assumptions used in determining the fair value of the non-performance based SARs granted during the years ended December 31, 2014 and 2013. | |||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||
Risk-free interest rate | 0.75 | % | 0.33 | % | |||||||||
Expected life | 3.5 | 3.5 | |||||||||||
Expected volatility | 48.15 | % | 49.8 | % | |||||||||
Stock Incentive Plan | |||||||||||||
In 2011, the Board and stockholders approved the Amended 2004 Plan. The Amended 2004 Plan replaced the 1998 Stock Option Plan (the 1998 Plan) and the 2000 Omnibus Incentive Compensation Plan (the 2000 Plan). The Amended 2004 Plan authorized an additional 1,100,000 shares for new awards and combined the remaining shares available under the original 2004 Plan. Eligible participants under the Amended 2004 Plan include officers and other employees of the Company, members of the Board and outside consultants, as specified under the Amended 2004 Plan and designated by the Compensation and Management Development Committee of the Board (Compensation Committee). Unless earlier terminated by action of the Board, the Amended 2004 Plan will remain in effect until such time as no stock remains available for delivery under the Amended 2004 Plan and the Company has no further rights or obligations under the Amended 2004 Plan with respect to outstanding awards thereunder. | |||||||||||||
Historically, stock options were generally granted with an exercise price equal to the market value of the common stock on the date of grant, expired 10 years from the date they are granted, and generally vested over a two-year period for members of the Board of Directors and a three-year period for employees. Upon exercise, new shares are issued by the Company. The Company has not granted stock options since 2005. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units granted to employees generally have a three year cliff vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and restricted stock units granted to board members generally have a three year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. | |||||||||||||
In February 2014, the Company’s chief executive officer was granted 188,165 market contingent SARs. The market contingent SARs have an exercise price of $5.10, a five year term to expiration, and a weighted-average fair value of $1.87. The fair value estimate of the market contingent SARs was calculated using a Monte Carlo Simulation model. The Monte Carlo Simulation model takes into account the Company's long-term rate of return on its common stock historically, reinvested dividends, capital gains and the volatility of the Company's common stock. The market contingent SARs are subject to a time-based vesting schedule, but will not vest unless and until certain additional, market-based conditions are satisfied: (1) with respect to the initial 36,496 market contingent SARs, which vest on a time-based schedule on the first anniversary of the date of grant, the closing price of the Company’s common stock is at least $7.65 per share for the average of 60 consecutive trading days anytime within five years from the grant date; (2) with respect to the next 64,460 market contingent SARs, which vest on a time-based schedule on the second anniversary of the date of grant, the closing price of the Company’s common stock is at least $10.20 per share for the average of 60 consecutive trading days anytime within five years from the grant date; and (3) with respect to the final 87,209 market contingent SARs, which vest on a time-based schedule on the third anniversary of the date of grant, the closing price of the Company’s common stock is at least $15.30 per share for the average of 60 consecutive trading days anytime within five years from the grant date. These stock prices represent premiums in excess of at least 50% of the closing stock price of the Company’s common stock on the date of grant. | |||||||||||||
The weighted-average fair value of non-performance based SARs granted during the year ended December 31, 2014 was estimated to be $1.56. The weighted-average fair value of non-performance based SARs granted during the year ended December 31, 2013 was estimated to be $1.97. There were 13,183 SARs exercised in 2013 with a weighted-average grant price of $5.90. There were no SARs exercised in 2014. Historically, shares issued upon the exercise of options have been new shares and have not come from treasury shares. | |||||||||||||
As of December 31, 2014, there was $2.8 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested SARs and restricted stock that are expected to be recognized over a weighted-average period of approximately 1.6 years. | |||||||||||||
The impact of stock options, SARs, performance shares, RSUs and restricted stock on net loss for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options and SARs | $ | 727 | $ | 454 | |||||||||
Performance awards | 98 | — | |||||||||||
RSUs and restricted stock | 1,299 | 1,269 | |||||||||||
Total stock-based compensation expense | $ | 2,124 | $ | 1,723 | |||||||||
A summary of stock option and SARs activity for the year ended December 31, 2014, and changes during such year, is presented below: | |||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Grant | Contractual | Intrinsic | |||||||||||
Price | Period (in years) | Value | |||||||||||
Outstanding at January 1, 2014 | 838,543 | $6.52 | 3.08 | $ | 148 | ||||||||
Granted | 925,410 | $4.33 | 4.31 | $ | — | ||||||||
Exercised | — | — | |||||||||||
Forfeited or expired | (71,032 | ) | $11.47 | ||||||||||
Outstanding at December 31, 2014 | 1,692,921 | $5.12 | 3.4 | $ | 4 | ||||||||
Exercisable at December 31, 2014 | 437,356 | $6.32 | 1.82 | $ | — | ||||||||
Vested and expected to vest | 1,456,345 | $5.12 | 3.32 | $ | 3 | ||||||||
A summary of the status of the Company’s nonvested SARs for the year ended December 31, 2014, and changes during such year, is presented below: | |||||||||||||
Shares | Weighted- Average Grant Date Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 544,573 | $ | 2.2 | ||||||||||
Granted | 925,410 | $ | 1.56 | ||||||||||
Vested | (208,345 | ) | $ | 2.27 | |||||||||
Forfeited | (6,073 | ) | $ | 1.97 | |||||||||
Nonvested at December 31, 2014 | 1,255,565 | $ | 1.72 | ||||||||||
The aggregate fair value of SARs vested during the years ended December 31, 2014 and 2013 was $0.5 million and $0.4 million, respectively. The weighted-average grant date fair value of SARs vested during the year ended December 31, 2013 was $2.47. | |||||||||||||
A summary of the Company’s nonvested shares of restricted stock and restricted stock units for the year ended December 31, 2014, and changes during such year, is presented below: | |||||||||||||
Shares | Weighted- | Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Grant Date | Vesting | Value | |||||||||||
Fair Value | Period (in years) | ||||||||||||
Nonvested at January 1, 2014 | 581,709 | $ | 4.81 | 1.44 | $ | 2,660 | |||||||
Granted | 402,648 | $ | 3.76 | 2.48 | $ | 721 | |||||||
Vested | (213,295 | ) | $ | 7.83 | |||||||||
Forfeited | (60,059 | ) | $ | 5.22 | |||||||||
Nonvested at December 31, 2014 | 711,003 | $ | 2.81 | 1.7 | $ | 1,273 | |||||||
The aggregate fair value of restricted stock and restricted stock units vested during each of the years ended December 31, 2014 and 2013 was $1.7 million and $1.1 million, respectively. The weighted-average grant date fair value of restricted stock and restricted stock units vested during the year ended December 31, 2013 was $6.74. | |||||||||||||
Inducement Awards | |||||||||||||
In connection with the Company's hiring of a chief financial officer, the Company awarded RSUs and SARs, with a grant date fair value of $75,000 each, on October 20, 2014 (the Start Date). The awards were made pursuant to the NASDAQ inducement grant exception as a component of employment compensation. The inducement grants were approved by the Compensation Committee on October 14, 2014 contingent on and effective as of the Start Date, and were being made as an inducement material to the chief financial officer's acceptance of employment with the Company in accordance with NASDAQ Listing Rules. | |||||||||||||
The Company issued 117,187 SARs, using the Black-Scholes option pricing model to determine the fair value on the Start Date. The SARs have a base price equal to the closing price of PDI’s common stock on the Start Date and a five year term. The SARs vest over three years, with one-third of the SARs vesting on each of the first three anniversaries of the Start Date subject to the chief financial officers continued service with PDI through the applicable vesting dates. The Company issued 41,899 RSUs (equal to $75,000 divided by the closing price of PDI’s common stock) on the Start Date. The RSUs will vest in full on the third anniversary of the Start Date subject to the chief financial officer’s continued service with the Company through the applicable vesting date. |
Significant_Customers
Significant Customers | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Risks and Uncertainties [Abstract] | |||||||||
Concentration Risk Disclosure [Text Block] | Significant Customers | ||||||||
During the years ended December 31, 2014 and 2013, the Company had several significant customers for which it provided services under specific contractual arrangements. The following sets forth the net revenue generated by customers who accounted for more than 10% of the Company's revenue from continuing operations during each of the periods presented. | |||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 57,039 | $ | 70,827 | |||||
B | $ | 26,825 | $ | 27,976 | |||||
The Company recorded all its revenue from significant customers in its Commercial Services segment for 2014 and 2013. For the years ended December 31, 2014 and 2013, the Company’s two largest customers, each representing 10% or more of its revenue, accounted for, in the aggregate, approximately 69.7% and 67.4%, respectively, of its revenue from continuing operations. At December 31, 2014 and 2013, the Company’s two largest customers represented 51.5% and 86%, respectively, of the aggregate of its outstanding accounts receivable and unbilled receivable balances. | |||||||||
The following sets forth the significant customers who accounted for more than 10% of the Company's accounts receivable and unbilled receivable balances as of December 31, 2014 and 2013. | |||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 7,341 | $ | 9,153 | |||||
Facilities_Realignment
Facilities Realignment | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||
Costs Associated with Exit or Disposal Activities or Restructurings, Policy | Facilities Realignment | |||||||||||
Saddle River, New Jersey Facility | ||||||||||||
Prior to December 2009, the Company's corporate headquarters were located in a three-floor facility in Saddle River, New Jersey. In 2007, the Company entered into a sublease for the second floor of its Saddle River, New Jersey facility through the end of the facility's lease term, January 2016. This sublease will not fully offset the Company's lease obligations for this space; therefore, the Company recorded a $1.0 million charge for facility realignment and related asset impairment for furniture and leasehold improvements in the office space. | ||||||||||||
In December 2009, the Company relocated its corporate headquarters from its Saddle River, New Jersey facility to a smaller office located in Parsippany, New Jersey. Due to the relocation, the Company recorded a facility realignment charge of approximately $3.9 million in December 2009 and a non-cash impairment charge of approximately $1.5 million related to furniture, leasehold improvements and office equipment in the office space. Effective September 1, 2009, the Company extended the sublease for the first floor of its Saddle River, New Jersey facility through the remainder of the facility lease term. The sublease is expected to provide approximately $2.3 million in sublease income through January 2016, but will not fully offset the Company's lease obligations for this space. As a result, the Company recorded a $0.8 million facility realignment charge in the third quarter of 2009. The Company also recorded a non-cash impairment charge of approximately $0.4 million related to furniture and leasehold improvements in the office space. | ||||||||||||
Due to continued adverse conditions in the real estate market in 2010, the Company adjusted its assumptions regarding its ability to sublease unoccupied space on the third floor of the Saddle River, New Jersey facility resulting in realignment charges of approximately $0.6 million and $1.4 million during the quarters ended June 30, 2010 and December 31, 2010, respectively. In September 2011, the Company secured a sublease for the approximately 47,000 square feet of remaining space in Saddle River, New Jersey. This sublease runs through the end of the facility's lease term, January 2016. The Company expects to receive approximately $2.2 million in lease payments over the life of the sublease. | ||||||||||||
Parsippany, New Jersey Group DCA Facility | ||||||||||||
In the fourth quarter of 2012, the Company down-sized its operations at Group DCA, exiting approximately 9,000 square feet of space and recorded $0.6 million in realignment charges and $0.1 million in non-cash impairments of furniture and leasehold improvements. | ||||||||||||
Dresher, Pennsylvania Facility | ||||||||||||
During the year ended December 31, 2009, the Company continued to right-size its operations in Dresher, Pennsylvania and recorded facility realignment charges of $1.4 million and non-cash impairments of furniture and leasehold improvements of $0.7 million. During 2010, the Company discontinued the operations of its TVG business unit and exited the remaining portion of space at the facility, thus recording additional restructuring charges of $0.3 million for facility realignment and $0.6 million for non-cash asset impairments of furniture and leasehold improvements in discontinued operations for the year ended December 31, 2010. See Note 12, Discontinued Operations, for further information regarding the discontinued operations of TVG. | ||||||||||||
As of December 31, 2013, all of the space in Dresher, Pennsylvania has been subleased. These subleases run through the end of the facility's lease term, November 2016. | ||||||||||||
Schaumburg, Illinois Facility | ||||||||||||
In December 2011, the Company sold certain assets of its Pharmakon business unit, vacated the business units' Schaumburg, Illinois facility and recorded a facility realignment charge of $0.4 million in discontinued operations. During the first quarter of 2012, the Company secured a sublease for the approximately 6,700 square feet of office space in Schaumburg, Illinois. This sublease runs through the end of the facility's lease term, February 2015. The Company expects to receive approximately $0.3 million in lease payments over the life of the sublease. | ||||||||||||
There were no significant facility realignment charges during the years ended December 31, 2014 and 2013. | ||||||||||||
The following table presents a reconciliation of the restructuring charges during the years ended December 31, 2014 and 2013 to the balances as of December 31, 2014 and 2013, which is included in other accrued expenses ($0.6 million and $1.2 million, respectively) and in long-term liabilities ($0.1 million and $0.8 million, respectively): | ||||||||||||
Commercial | Discontinued Operations | Total | ||||||||||
Services | ||||||||||||
Balance as of January 1, 2013 | $ | 2,027 | $ | 1,252 | $ | 3,279 | ||||||
Accretion | 112 | 30 | 142 | |||||||||
Adjustments | — | — | — | |||||||||
Payments | (1,014 | ) | (445 | ) | (1,459 | ) | ||||||
Balance as of December 31, 2013 | 1,125 | 837 | 1,962 | |||||||||
Accretion | 112 | 30 | 142 | |||||||||
Adjustments | — | (16 | ) | (16 | ) | |||||||
Payments | (677 | ) | (644 | ) | (1,321 | ) | ||||||
Balance as of December 31, 2014 | $ | 560 | $ | 207 | $ | 767 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | Income Taxes | |||||||
The provision for or benefit from income taxes on continuing operations for the years ended December 31, 2014 and 2013 is comprised of the following: | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | — | $ | — | ||||
State | 297 | 180 | ||||||
Total current | 297 | 180 | ||||||
Deferred: | ||||||||
Federal | (4,686 | ) | — | |||||
State | (349 | ) | — | |||||
Total deferred | (5,035 | ) | — | |||||
(Benefit) Provision for income taxes | $ | (4,738 | ) | $ | 180 | |||
During 2014, in conjunction with the accounting associated with the RedPath acquisition described in Note 3, Acquisitions, the Company recorded a net deferred tax liability related to the book and tax basis difference of the underlying RedPath assets. The net deferred tax liability will serve as reversible temporary differences that will give rise to future taxable income and, accordingly, serve as a source of income that permits the recognition of certain existing deferred tax assets of the Company. Solely on this basis, management determined that it is more likely than not that a portion of its valuation allowance was no longer required. As a result of the release of the valuation allowance, the Company recorded a tax benefit of $5.0 million in the consolidated statement of operations for the year ended December 31, 2014. In addition to the benefit of the release of the valuation allowance, the Company recorded for the year ended December 31, 2014 a current provision of $0.3 million for income taxes on current income and a benefit of $44,000 related to the realization of current year losses in certain state jurisdictions. | ||||||||
The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company's recent operating results and projections of future income weighed heavily in the Company's overall assessment. As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred tax assets at December 31, 2014 as the Company believes that it is more likely than not that these assets will not be realized. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | |||||||
Deferred tax assets included in other current assets: | ||||||||
Allowances and reserves | $ | 4,769 | $ | 1,217 | ||||
Compensation | 3,637 | 4,010 | ||||||
Valuation allowance on deferred tax assets | (7,046 | ) | (5,227 | ) | ||||
Current deferred tax assets | $ | 1,360 | $ | — | ||||
Noncurrent deferred tax assets and liabilities: | ||||||||
State net operating loss carryforwards | $ | 5,534 | $ | 4,774 | ||||
Federal net operating loss carryforwards | 41,466 | 31,253 | ||||||
Credit carryforward | 150 | — | ||||||
State taxes | 1,124 | 1,124 | ||||||
Self insurance and other reserves | 509 | 294 | ||||||
Property, plant and equipment | 2,332 | 2,196 | ||||||
Intangible assets | (5,746 | ) | 8,269 | |||||
Other reserves - restructuring | 181 | 391 | ||||||
Deferred revenue | 5 | 6 | ||||||
Valuation allowance on deferred tax assets | (48,080 | ) | (48,307 | ) | ||||
Noncurrent deferred tax liabilities, net | $ | (2,525 | ) | $ | — | |||
The Company's current deferred tax asset and noncurrent deferred tax liability are included within Other current assets and Other long-term liabilities, respectively, within the consolidated balance sheet as of December 31, 2014. Federal tax attribute carryforwards at December 31, 2014, consist primarily of approximately $118.5 million of federal net operating losses. In addition, the Company has approximately $120.0 million of state net operating losses carryforwards. The utilization of the federal carryforwards as an available offset to future taxable income is subject to limitations under federal income tax laws. If the federal net operating losses are not utilized, they begin to expire in 2027, and current state net operating losses not utilized begin to expire this year. | ||||||||
A reconciliation of the difference between the federal statutory tax rates and the Company's effective tax rate from continuing operations is as follows: | ||||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income tax rate, net of Federal tax benefit | 0.8 | % | 0.3 | % | ||||
Meals and entertainment | (0.1 | )% | (2.3 | )% | ||||
Valuation allowance | 1.1 | % | (35.9 | )% | ||||
Other non-deductible | (3.2 | )% | (1.3 | )% | ||||
Other taxes | — | % | — | % | ||||
Net change in Federal and state reserves | — | % | — | % | ||||
Effective tax rate | 33.5 | % | (4.2 | )% | ||||
The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2014: | ||||||||
Unrecognized | ||||||||
Tax Benefits | ||||||||
Balance of unrecognized benefits as of January 1, 2013 | $ | 1,117 | ||||||
Additions for tax positions related to the current year | — | |||||||
Additions for tax positions of prior years | — | |||||||
Reductions for tax positions of prior years | — | |||||||
Balance as of December 31, 2013 | $ | 1,117 | ||||||
Additions for tax positions related to the current year | — | |||||||
Additions for tax positions of prior years | — | |||||||
Reductions for tax positions of prior years | — | |||||||
Balance as of December 31, 2014 | $ | 1,117 | ||||||
As of December 31, 2014 and 2013, the total amount of gross unrecognized tax benefits was $1.1 million in each year. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2014 and 2013 was $1.1 million in each year. | ||||||||
The Company recognized interest and penalties of $0.2 million related to uncertain tax positions in income tax expense during each of the years ended December 31, 2014 and 2013. At December 31, 2014 and 2013, accrued interest and penalties, net were $2.2 million and $2.0 million, respectively, and included in the Other long-term liabilities in the consolidated balance sheets. | ||||||||
The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2014: | ||||||||
Jurisdiction | Tax Years | |||||||
Federal | 2010 - 2014 | |||||||
State and Local | 2008 - 2014 | |||||||
To the extent there was a failure to file a tax return in a previous year; the statute of limitation will not begin until the return is filed. There were no examinations in process by the Internal Revenue Service as of December 31, 2014. In 2014, the Company was selected for examination by the Internal Revenue Service for the tax periods ending December 31, 2012 and December 31, 2011. |
Historical_Basic_and_Diluted_N
Historical Basic and Diluted Net Loss per Share | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ||||||
Earnings Per Share [Text Block] | Historical Basic and Diluted Net Loss per Share | |||||
A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013 is as follows: | ||||||
Years Ended December 31, | ||||||
2014 | 2013 | |||||
Basic weighted average number of common shares | 14,901 | 14,718 | ||||
Potential dilutive effect of stock-based awards | — | — | ||||
Diluted weighted average number of common shares | 14,901 | 14,718 | ||||
The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive: | ||||||
Years Ended December 31, | ||||||
2014 | 2013 | |||||
Options | 25,000 | 42,500 | ||||
Stock-settled stock appreciation rights (SARs) | 1,479,756 | 796,043 | ||||
Restricted stock and restricted stock units (RSUs) | 711,003 | 581,709 | ||||
Performance contingent SARs | 188,165 | — | ||||
2,403,924 | 1,420,252 | |||||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Reporting Disclosure [Text Block] | Segment Information | |||||||||||
The accounting policies followed by the segments are described in Note 1, Nature of Business and Significant Accounting Policies. Corporate charges are allocated to each of the reporting segments on the basis of total salary expense. Corporate charges include corporate headquarter costs and certain depreciation expenses. Certain corporate capital expenditures have not been allocated from Commercial Services to the other reporting segments since it is impracticable to do so. Assets and capital expenditures pertaining to discontinued operations have been included under Commercial Services. | ||||||||||||
Effective December 31, 2014, the Company has two reporting segments: Commercial Services and Interpace Diagnostics. The Company realigned its reporting segments, and the operating segments and service offerings within its reporting segments, due to the acquisition of RedPath and acquiring certain assets from Asuragen, Inc. (Asuragen) to reflect the Company's current and going forward business strategy. As part of this strategy, the decision has been made to discontinue the Group DCA business and classify this business as discontinued operations and held for sale, and no longer be presenting a Marketing Services segment. Our current reporting segments are reflective of the way the Company's management organizes for making operating decisions and assessing performance. These reporting segments allow investors to: better understand Company performance; better assess prospects for future cash flows; and make more informed decisions about the Company. | ||||||||||||
Commercial Services segment – includes personal promotion (the Company’s dedicated and established relationship sales teams), the Company’s medical and clinical educator services and full product commercialization service offerings. Our Commercial Services segment is focused on providing outsourced pharmaceutical, biotechnology, medical device and diagnostic sales teams to our customers through a range of complementary support services designed to achieve their strategic and financial objectives. Our customers in this segment include pharmaceutical, biotechnology, diagnostics and healthcare companies. These service offerings have similar long-term average gross margins, contract terms, types of customers and regulatory environments. | ||||||||||||
Interpace Diagnostics segment – focuses on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. Through our Interpace Diagnostics segment, we aim to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers. Customers in our Interpace Diagnostics segment consist primarily of physicians, hospitals and clinics. The service offerings throughout the gastrointestinal operating segment and endocrine operating segment have similar long-term average gross margins, contract terms, types of customers and regulatory environments. | ||||||||||||
Commercial | Interpace Diagnostics | Consolidated | ||||||||||
Services | ||||||||||||
For the year ended December 31, 2014: | ||||||||||||
Revenue | $ | 118,461 | $ | 1,474 | $ | 119,935 | ||||||
Operating loss | $ | (3,168 | ) | $ | (10,302 | ) | $ | (13,470 | ) | |||
Capital expenditures | $ | 1,580 | $ | 1,271 | $ | 2,851 | ||||||
Depreciation and amortization expense (1) | $ | 1,001 | $ | 841 | $ | 1,842 | ||||||
Total assets | $ | 34,807 | $ | 81,099 | $ | 115,906 | ||||||
For the year ended December 31, 2013: | ||||||||||||
Revenue | $ | 146,534 | $ | — | $ | 146,534 | ||||||
Operating loss | $ | (980 | ) | $ | (457 | ) | $ | (1,437 | ) | |||
Capital expenditures | $ | 1,818 | $ | — | $ | 1,818 | ||||||
Depreciation and amortization expense (1) | $ | 1,190 | $ | — | $ | 1,190 | ||||||
Total assets | $ | 67,562 | $ | 1,502 | $ | 69,064 | ||||||
(1) Excludes amounts included within discontinued operations. |
Investment_in_NonControlled_En
Investment in Non-Controlled Entity and Other Arrangements (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Investments in Non-controlled entities [Abstract] | |
Cost-method Investments, Description [Text Block] | Investment in Privately Held Non-Controlled Entity and Other Arrangements |
In August 2013, PDI entered into phase one of a collaboration agreement with a privately held molecular diagnostics company (the Diagnostics Company) to commercialize its fully-developed, molecular diagnostic tests. Under the terms of phase one of the collaboration agreement, PDI paid an initial fee of $1.5 million and has the ability to enter the second phase of the collaboration agreement in the form of a call option to purchase the outstanding common stock of the Diagnostics Company. The Company also has the option to contribute an additional $0.5 million for mutually agreed upon activities in furtherance of collaboration efforts. If PDI purchases the outstanding common stock of the Diagnostics Company, in addition to the option price based on the achievement of milestones, beginning in 2015, PDI would pay a royalty of 7% on annual net revenue up to $50.0 million with escalating royalty percentages for higher annual net revenue capped at 11% for annual net revenue in excess of $100.0 million. As of December 31, 2013 the initial investment was recorded within Other current assets in the consolidated balance sheet. In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and impaired the initial investment of $1.5 million in Asset impairments within the consolidated statement of comprehensive loss. | |
Through June 30, 2014, the Company loaned the Diagnostics Company approximately $0.7 million bearing a 4% interest rate. In connection with the amendment to the collaboration agreement during the three month period ended September 30, 2014, the loan balance was reduced to $0.6 million. This loan is secured by the stock of Diagnostics Company and is payable to PDI at the sooner of: March 31, 2015; the expiration or termination of the collaboration agreement between the parties; the acquisition of the Diagnostics Company by PDI; or default by the Diagnostics Company. PDI recorded the loan receivable within Other current assets in the Condensed Consolidated Balance Sheets. In the fourth quarter of 2014, the Company fully reserved for the loan, recording a charge of approximately $0.6 million in Asset impairments with the consolidated statement of comprehensive loss. | |
Other Arrangements | |
In October 2013, the Company entered into phase one of a collaboration agreement to commercialize CardioPredict™, a molecular diagnostic test developed by Transgenomic, in the United States. Under the terms of the collaboration agreement, PDI was responsible for all U.S.-based marketing and promotion of CardioPredict™, while Transgenomic would be responsible for processing CardioPredict™ in its state-of-the-art CLIA lab and all customer support. Both parties were responsible for their respective expenses. Subsequently, the Company has determined that it would not enter into the second phase of the collaboration agreement with Transgenomic and notified Transgenomic of its decision to terminate the collaboration agreement effective June 30, 2014. | |
PDI's costs related to both of these agreements are expensed in the Company's Interpace Diagnostics segment and reflected in Cost of sales or Selling, general and administrative expenses in the Consolidated Statement of Comprehensive Loss, depending upon the underlying nature of the expenses incurred. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations | |||||||||||||||||||||||
On December 31, 2014 the Company classified Group DCA as held-for-sale and wrote the assets of the business down to their fair values as the assets have become impaired. On December 29, 2011 the Company entered into an agreement to sell certain assets of our Pharmakon business unit to Informed Medical Communications, Inc. (“Informed”) in exchange for potential future royalty payments and an ownership interest in Informed. In the fourth quarter of 2012, the Company wrote-off all of the assets related to the sale of Pharmakon to Informed as it believes that these assets have become impaired. On July 19, 2010, the Board approved closing the TVG business unit. The Company notified employees and issued a press release announcing this decision on July 20, 2010. The Consolidated Statements of Comprehensive Loss reflect the presentation of Group DCA, Pharmakon, and TVG as discontinued operations in all periods presented. | ||||||||||||||||||||||||
The table below presents the significant components of Group DCA's, Pharmakon's and TVG’s results included in Loss from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Revenue, net | $ | 3,214 | $ | 4,309 | ||||||||||||||||||||
Loss from discontinued operations, before income tax (1) | (6,666 | ) | (2,884 | ) | ||||||||||||||||||||
Income tax expense | 5 | 5 | ||||||||||||||||||||||
Loss from discontinued operations, net of tax | $ | (6,671 | ) | $ | (2,889 | ) | ||||||||||||||||||
(1) Includes loss on disposal of assets and liabilities held-for-sale of $1.2 million and write-off of assets of $0.7 million. | ||||||||||||||||||||||||
The assets and liabilities classified as held-for-sale and discontinued operations relate to Group DCA, Pharmakon, and TVG. As of December 31, 2014 and December 31, 2013 these assets and liabilities are in the accompanying balance sheets as follows: | ||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Group DCA | Other | Total | Group DCA | Other | Total | |||||||||||||||||||
Accounts receivable, net | $ | 613 | $ | — | $ | 613 | $ | 519 | $ | — | $ | 519 | ||||||||||||
Other | — | — | — | 87 | — | 87 | ||||||||||||||||||
Other current assets | 613 | — | 613 | 606 | — | 606 | ||||||||||||||||||
Property and equipment, net | — | — | — | 1,221 | — | 1,221 | ||||||||||||||||||
Goodwill | 1,295 | — | 1,295 | 2,523 | — | 2,523 | ||||||||||||||||||
Other | — | 150 | 150 | 157 | 150 | 307 | ||||||||||||||||||
Other long-term assets | 1,295 | 150 | 1,445 | 3,901 | 150 | 4,051 | ||||||||||||||||||
Total assets | $ | 1,908 | $ | 150 | $ | 2,058 | $ | 4,507 | $ | 150 | $ | 4,657 | ||||||||||||
Accounts payable | $ | 69 | $ | — | $ | 69 | $ | 150 | $ | — | $ | 150 | ||||||||||||
Unearned contract revenue | 1,698 | — | 1,698 | 2,033 | — | 2,033 | ||||||||||||||||||
Accrued salary and bonus | 550 | — | 550 | 266 | — | 266 | ||||||||||||||||||
Other | 78 | 425 | 503 | 1,641 | 405 | 2,046 | ||||||||||||||||||
Other accrued expenses | 2,395 | 425 | 2,820 | 4,090 | 405 | 4,495 | ||||||||||||||||||
Other long-term liabilities | — | 329 | 329 | 198 | 619 | 817 | ||||||||||||||||||
Total liabilities | $ | 2,395 | $ | 754 | $ | 3,149 | $ | 4,288 | $ | 1,024 | $ | 5,312 | ||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions |
John P. Dugan | |
The Company entered into a consulting agreement (the “Agreement”) with its founder and former Chairman of the Board, John P. Dugan. Mr. Dugan, who retired from the Board effective June 3, 2010, is the Company’s largest stockholder beneficially owning approximately 32% of the outstanding common stock of PDI as of December 31, 2014. | |
The Agreement was executed on August 2, 2010 with an effective date of July 1, 2010, and continued for a period of thirty-six months. Pursuant to the Agreement, Mr. Dugan provided consulting services to PDI including, but not limited to, corporate strategy, communications and other general advice upon request of the Company’s Chief Executive Officer or the Board for a consulting fee of $12,500 per month over the term of the Agreement. The Agreement was terminable by the Company upon thirty days prior written notice to Mr. Dugan, and terminable by Mr. Dugan upon ten days prior written notice to the Company. The Agreement also contained certain confidentiality clauses as well as a non-compete clause that continues for a period of two years after the termination of the Agreement. Mr. Dugan was paid $75,000 for the year ended December 31, 2013, respectively, in his role as a consultant. The Agreement expired June 30, 2013. |
LongTerm_Debt_Notes
Long-Term Debt (Notes) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Long-term Debt | Long-Term Debt | |||||||||||||||||||
On October 31, 2014, the Company and its wholly-owned subsidiary, Interpace, entered into an Agreement to acquire RedPath. In connection with the Transaction, the Company entered into a Note, dated October 31, 2014. | ||||||||||||||||||||
The Note is $11.0 million, interest-free and will be paid in eight equal consecutive quarterly installments beginning October 1, 2016. The interest rate will be 5.0% in the event of a default under the Note. The obligations of the Company under the Note are guaranteed by the Company and its Subsidiaries pursuant to the Subordinated Guarantee in favor of the Equityholder Representative. Pursuant to the Subordinated Guarantee, the Company and its Subsidiaries also granted a security interest in substantially all of their assets, including intellectual property, to secure their obligations to the Equityholder Representative. Based on the Company's incremental borrowing rate under its Credit Agreement, the fair value of the Note at the date of issuance was $7.4 million. During the year ended December 31, 2014, the Company accreted approximately $0.1 million into interest expense using the effective interest method. As of December 31, 2014, the balance of the Note is approximately $7.5 million and the unamortized discount is $3.5 million. | ||||||||||||||||||||
In addition, the Company entered into the Credit Agreement with the Agent and the Lenders in connection with the Transaction in the aggregate principal amount of $20.0 million (the Loan). The maturity date of the loan is October 31, 2020. The Loan bears interest at the greater of (a) three month LIBOR and (b) 1.0%, plus a margin of 12.5%, payable in cash quarterly in arrears, beginning on February 17, 2015. The interest rate will be increased by 3.0% in the event of a default under the Credit Agreement. Beginning in January 2017, the Company will be required to make principal payments on the Loan. Beginning in January 2017 and ending on October 31, 2020, subject to a $250,000 per quarter cap, the Lenders will be entitled to receive quarterly revenue based payments from the Company equal to 1.25x of revenue derived from net sales of molecular diagnostics products (the Synthetic Royalty). The Company received net proceeds of approximately $19.6 million following payment of certain fees and expenses in connection with the Credit Agreement. | ||||||||||||||||||||
The Company paid approximately $0.1 million of certain out-of-pocket costs and expenses incurred by the Lenders and the Agent and a $0.3 million origination fee, both of which are being accreted as interest expense over the life of the loan using the effective interest method. The Company is also obligated to pay a $0.8 million exit fee which the Company is also accreting to interest expense over the life of the Loan. During the year ended December 31, 2014 the Company accreted less than $0.1 million into interest expense and recorded the liability within Other long-term liabilities in the consolidated balance sheet. If the Company prepays the Loan, the Company is obligated to pay a prepayment fee equal to: 6.0% of the Loan if the Loan is prepaid on or after October 31, 2015 but prior to October 31, 2016; 5.0% of the Loan if the Loan is prepaid on or after October 31, 2016 but prior to October 31, 2017; and 2.0% if the Loan is prepaid on or after October 31, 2017 but prior to October 31, 2018. In addition the Company will also pay a prepayment premium applicable to the Synthetic Royalty equal to (i)(1) 1.25% multiplied by (2) the lesser of (A) $80.0 million and (B) the aggregate revenue on net sales of molecular diagnostics products for the four most recently-completed fiscal quarters, multiplied by (ii) the number of days remaining until October 31, 2020, divided by (iii) 360. The Company must also make a mandatory prepayment in connection with the disposition of certain of the Company’s assets. As of December 31, 2014 the balance of the Loan, net of unamortized debt discount, was $19.7 million. | ||||||||||||||||||||
The obligations of the Company under the Credit Agreement are guaranteed by the Company and its Subsidiaries in favor of the Agent for the benefit of the Lenders. The Credit Agreement contains customary representations and warranties in favor of the Agent and the Lenders and certain covenants, including among other things, financial covenants relating to liquidity and revenue targets. As of December 31, 2014, the Company is in compliance with these covenants. | ||||||||||||||||||||
Principal payments due related to the long-term debt over next five are as follows: | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Subordinated note | $ | — | $ | 1,375 | $ | 4,125 | $ | 4,125 | $ | 1,375 | ||||||||||
Loan | — | — | 2,534 | 5,000 | 5,000 | |||||||||||||||
$ | — | $ | 1,375 | $ | 6,659 | $ | 9,125 | $ | 6,375 | |||||||||||
In addition, the Company recorded approximately $0.3 of legal costs in connection with the Credit Facility and capitalized them as deferred financing costs within Other long-term assets in consolidated balance sheet. These deferred financing costs are being amortized to interest expense using the effective interest method over the term of the Credit Facility. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | PDI INC. | ||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||
YEARS ENDED DECEMBER 31, 2014 AND 2013 | |||||||||||||||
($ in thousands) | |||||||||||||||
Balance at | Additions (Reductions) | Balance at | |||||||||||||
Beginning | Charged to | Deductions | end | ||||||||||||
Description | of Period | Operations | and Other (1) | of Period | |||||||||||
2014 | |||||||||||||||
Allowance for doubtful accounts | $ | 9 | — | (9 | ) | $ | — | ||||||||
Allowance for doubtful notes | $ | 1,040 | 586 | — | $ | 1,626 | |||||||||
Tax valuation allowance | $ | 53,534 | (4,991 | ) | 6,583 | $ | 55,126 | ||||||||
2013 | |||||||||||||||
Allowance for doubtful accounts | $ | — | 9 | — | $ | 9 | |||||||||
Allowance for doubtful notes | $ | 1,040 | — | — | $ | 1,040 | |||||||||
Tax valuation allowance | $ | 51,552 | — | 1,982 | $ | 53,534 | |||||||||
-1 | Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Accounting Estimates |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for business combinations, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. | |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Receivables and Allowance for Doubtful Accounts |
Commercial Services segment: Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews a customer’s credit history before extending credit. The Company records a provision for estimated losses based upon the inability of its customers to make required payments using historical experience and periodically adjusts these provisions to reflect actual experience. Additionally, the Company will establish a specific allowance for doubtful accounts when it becomes aware of a specific customer’s inability or unwillingness to meet its financial obligations (e.g., bankruptcy filing). There was a $9,000 allowance for doubtful accounts for trade accounts receivables as of December 31, 2013 and no allowance for doubtful accounts as of December 31, 2014. | |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | Unbilled Costs and Accrued Profits |
In general, contractual provisions, including predetermined payment schedules or submission of appropriate billing detail, establish the prerequisites for billings. Unbilled costs and accrued profits arise when services have been rendered and payment is assured but customers have not been billed. These amounts are classified as a current asset. | |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Unearned Contract Revenue |
Normally, the customers agree to pay the Company a portion of the fee due under a contract in advance of performance of services because of large recruiting and employee development costs associated with the initial phase of a contract performance and effort required in the development of interactive digital communications. The excess of amounts billed over revenue recognized represents unearned contract revenue, which is classified as a current liability. | |
Investment, Policy [Policy Text Block] | Loans and Investments in Privately Held Entities |
From time-to-time, the Company makes investments in and/or loans to privately-held companies. The Company determines whether the fair values of any investments in privately held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, asset quality and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. As of December 31, 2013, the Company had an investment in a privately held non-controlled entity of $1.5 million within Other current assets in the Consolidated Balance Sheets in accordance with Accounting Standards Codification (ASC) 325-20 Investments Other - Cost Method Investments. In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and recorded a charge within continuing operations. | |
On a quarterly basis, the Company reviews outstanding loans receivable to determine if a provision for doubtful notes is necessary. These reviews include discussions with senior management of the investee, and evaluations of, among other things, the investee’s progress against its business plan, its product development activities and customer base, industry market conditions, historical and projected financial performance, expected cash needs and recent funding events. Subsequent cash receipts on the outstanding interest are applied against the outstanding interest receivable balance and the corresponding allowance. As of December 31, 2014 and 2013, the Company had loan receivable balances of $1.3 million and $0.8 million, respectively, which were both fully reserved for. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment |
Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Indefinite-Lived Intangible Assets |
The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests require significant management judgments and estimates. These estimates are made based on, among other factors, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. | |
The Company tests its goodwill for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the pharmaceutical industry; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill, indefinite-lived intangible assets and our consolidated financial results. If the Company's projected long-term sales growth rate, profit margins, or terminal rate change, or the assumed weighted-average cost of capital is considerably higher, future testing may indicate impairment in this reporting unit and, as a result, all or a portion of these assets may become impaired. | |
The Company tests its goodwill for impairment at the business (reporting) unit level, which is one level below its operating segments. The goodwill has been assigned to the reporting unit to which the value relates. One of the Company's reporting units, Gastrointestinal, has goodwill. The Company tests goodwill by estimating the fair value of the reporting unit using a Discounted Cash Flow (DCF) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. While the Company uses available information to prepare estimates and to perform impairment evaluations, actual results could differ significantly from these estimates or related projections, resulting in impairment related to recorded goodwill balances. | |
During the Company's 2013 annual impairment tests of goodwill and indefinite-lived intangible assets, management did not identify any potential indicators of impairment. See Note 4, Fair Value Measurements and Note 7, Goodwill and Other Intangible Assets for further information. | |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Long-Lived Assets, including Finite-Lived Intangible Assets |
Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. | |
The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During the year ended December 31, 2014, $0.7 million of long-lived assets were impaired within loss from discontinued operations related to the disposition of Group DCA. See Note 7, Goodwill and Other Intangible Assets for further information. | |
Liability Reserve Estimate, Policy [Policy Text Block] | Self-Insurance Accruals |
The Company is self-insured for benefits paid under employee healthcare programs. The Company’s liability for healthcare claims is estimated using an underwriting determination which is based on the current year’s average lag days between when a claim is incurred and when it is paid. The Company maintains stop-loss coverage with third-party insurers to limit its total exposure on all of these programs. Periodically, the Company evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. Management reviews the self-insurance accruals on a quarterly basis. Actual results may vary from these estimates, resulting in an adjustment in the period of the change in estimate. Prior to October 1, 2008, the Company was also self-insured for certain losses for claims filed and claims incurred but not reported relating to workers’ compensation and automobile-related liabilities for Company-leased cars. Beginning October 1, 2008, the Company became fully-insured through an outside carrier for these losses. The Company’s liability for claims filed and claims incurred but not reported prior to October 1, 2008 is estimated on an actuarial undiscounted basis supplied by our insurance brokers and insurers using individual case-based valuations and statistical analysis. These estimates are based upon judgment and historical experience. However, the final cost of many of these claims may not be known for five years or more after filing of the claim. As of December 31, 2013, the Company had no outstanding claims filed and claims incurred but not reported for self-insured automobile-related liabilities. At December 31, 2014 and 2013, self-insurance accruals totaled $0.5 million and $1.0 million, respectively, and are included in other accrued expenses on the balance sheet. | |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies |
In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is currently involved in certain legal proceedings and, as required, the Company has accrued its estimate of the probable costs for the resolution of these claims. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Predicting the outcome of claims and litigation, and estimating related costs and exposures, involves substantial uncertainties that could cause actual costs to vary materially from estimates. | |
In connection with the October 31, 2014 acquisition of RedPath the Company assumed a liability for a January 2013 settlement agreement entered into by the former owners of RedPath with the United States Department of Justice (DOJ). Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ. These payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for a substantial portion of the obligation and has recorded an indemnification asset and liability of that amount within other non-current assets and other long-term liabilities. See Note 10, Commitments and Contingencies for further information. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation |
The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. | |
The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and stock-based stock appreciation rights (SARs). The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units (RSUs) and restricted shares is equal to the closing stock price on the date of grant. | |
Lease, Policy [Policy Text Block] | Rent Expense |
Minimum rental expenses are recognized over the term of the lease. The Company recognizes minimum rent starting when possession of the property is taken from the landlord, which may include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. | |
Income Tax, Policy [Policy Text Block] | Income taxes |
Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. | |
The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. | |
The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. The Company believes that any potential audit adjustments will not have a material adverse effect on its financial condition or liquidity. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. | |
Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. | |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share |
Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. |
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Schedule of Consideration | The reconciliation of consideration given for the Acquired Property to the preliminary allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: | |||||||
Cash | $ | 8,000 | ||||||
Transition services obligation | 500 | |||||||
Contingent consideration | 4,476 | |||||||
Total consideration | $ | 12,976 | ||||||
Thyroid | $ | 8,519 | ||||||
Pancreas | 2,882 | |||||||
Biobank | 1,575 | |||||||
Acquired intangible assets | $ | 12,976 | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The reconciliation of consideration given for RedPath to the preliminary allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: | |||||||
Cash | $ | 13,572 | ||||||
Subordinated note payable | 7,396 | |||||||
Cash | $ | 22,066 | ||||||
Common stock | 1,820 | |||||||
Contingent consideration | 23,886 | |||||||
Total consideration | $ | 44,854 | ||||||
Goodwill | $ | 15,545 | ||||||
Pancreas Test | $ | 16,141 | ||||||
Barrett's Test | 18,351 | |||||||
Acquired intangible assets | 34,492 | |||||||
Current assets | 5,465 | |||||||
Indemnification asset, long-term - DOJ settlement | 2,500 | |||||||
Other long-term assets | 366 | |||||||
Current liabilities | (4,809 | ) | ||||||
DOJ settlement, long-term (indemnified by RedPath) | (2,500 | ) | ||||||
Deferred income tax liability | (6,205 | ) | ||||||
Total acquired assets | $ | 44,854 | ||||||
Pro Forma Information | However, pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results. | |||||||
(unaudited) | ||||||||
For the Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue | $ | 128,247 | $ | 162,007 | ||||
Net loss | $ | (24,299 | ) | $ | (9,850 | ) | ||
Loss per share | $ | (1.63 | ) | $ | (0.67 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. | Â | |||||||||||||||||||
As of December 31, 2014 | Fair Value Measurements | ||||||||||||||||||||
Carrying | Fair | As of December 31, 2014 | |||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents: | |||||||||||||||||||||
Cash | $ | 6,836 | $ | 6,836 | $ | 6,836 | $ | — | $ | — | |||||||||||
Money market funds | 16,275 | 16,275 | 16,275 | — | — | ||||||||||||||||
$ | 23,111 | $ | 23,111 | $ | 23,111 | $ | — | $ | — | ||||||||||||
Marketable securities: | |||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | |||||||||||
Mutual funds | 59 | 59 | 59 | — | — | ||||||||||||||||
U.S. Treasury securities | 1,070 | 1,070 | 1,070 | — | — | ||||||||||||||||
Government agency securities | 317 | 317 | 317 | — | — | ||||||||||||||||
$ | 1,494 | $ | 1,494 | $ | 1,494 | $ | — | $ | — | ||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration: | |||||||||||||||||||||
Asuragen | $ | 4,476 | $ | 4,476 | $ | — | $ | — | $ | 4,476 | |||||||||||
RedPath | 22,066 | 22,066 | — | — | 22,066 | ||||||||||||||||
$ | 26,542 | $ | 26,542 | $ | — | $ | — | $ | 26,542 | ||||||||||||
As of December 31, 2013 | Fair Value Measurements | ||||||||||||||||||||
Carrying | Fair | As of December 31, 2013 | |||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents: | |||||||||||||||||||||
Cash | $ | 10,315 | $ | 10,315 | $ | 10,315 | $ | — | $ | — | |||||||||||
Money market funds | 35,324 | 35,324 | 35,324 | — | — | ||||||||||||||||
$ | 45,639 | $ | 45,639 | $ | 45,639 | $ | — | $ | — | ||||||||||||
Marketable securities: | |||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | |||||||||||
Mutual funds | 55 | 55 | 55 | — | — | ||||||||||||||||
U.S. Treasury securities | 1,730 | 1,730 | 1,730 | — | — | ||||||||||||||||
Government agency securities | 382 | 382 | 382 | — | — | ||||||||||||||||
$ | 2,215 | $ | 2,215 | $ | 2,215 | $ | — | $ | — | ||||||||||||
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table summarizes these assets of the Company measured at fair value on a nonrecurring basis as of December 31, 2014: | ||||||||||||||||||||
Fair Value Measurements as of | |||||||||||||||||||||
Carrying Amount as of | 31-Dec-14 | ||||||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Long-lived assets held and used: | |||||||||||||||||||||
Thyroid | $ | 522 | $ | — | $ | — | $ | 522 | |||||||||||||
Pancreas | 8,519 | — | — | 8,519 | |||||||||||||||||
Biobank | 2,728 | — | — | 2,728 | |||||||||||||||||
Pancreas test | 1,428 | — | — | 1,428 | |||||||||||||||||
Barrett's test | 15,756 | — | — | 15,756 | |||||||||||||||||
CLIA lab | 18,351 | — | — | 18,351 | |||||||||||||||||
$ | 47,304 | $ | — | $ | — | $ | 47,304 | ||||||||||||||
Investments_in_Marketable_Secu1
Investments in Marketable Securities (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||
Investments Classified by Contractual Maturity Date [Table Text Block] | At December 31, 2014 and 2013, held-to-maturity investments included: | |||||||||||||||||||||||
Maturing | Maturing | |||||||||||||||||||||||
December 31, | within | after 1 year | December 31, | within | after 1 year | |||||||||||||||||||
2014 | 1 year | through | 2013 | 1 year | through | |||||||||||||||||||
3 years | 3 years | |||||||||||||||||||||||
Cash/money market funds | $ | 204 | $ | 204 | $ | — | $ | 116 | $ | 116 | $ | — | ||||||||||||
US Treasury securities | 1,070 | 105 | 965 | 1,730 | 1,360 | 370 | ||||||||||||||||||
Government agency securities | 317 | 225 | 92 | 382 | 382 | — | ||||||||||||||||||
Total | $ | 1,591 | $ | 534 | $ | 1,057 | $ | 2,228 | $ | 1,858 | $ | 370 | ||||||||||||
Held-to-maturity Securities [Table Text Block] | At December 31, 2014 and December 31, 2013, held-to-maturity investments were recorded in the following accounts: | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Other current assets | $ | 534 | $ | 1,858 | ||||||||||||||||||||
Other long-term assets | 1,057 | 370 | ||||||||||||||||||||||
Total | $ | 1,591 | $ | 2,228 | ||||||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following as of December 31, 2014 and 2013: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Furniture and fixtures | $ | 3,807 | $ | 3,625 | ||||
Office equipment | 2,228 | 1,170 | ||||||
Computer equipment | 7,017 | 6,396 | ||||||
Internal-use software | 11,539 | 11,087 | ||||||
External-use software | — | — | ||||||
Leasehold improvements | 7,008 | 6,883 | ||||||
31,599 | 29,161 | |||||||
Less accumulated depreciation | (28,415 | ) | (27,593 | ) | ||||
$ | 3,184 | $ | 1,568 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of Goodwill [Table Text Block] | A rollforward of the carrying value of goodwill from continuing operations from January 1, 2014 to December 31, 2014 is as follows: | |||||||||||||||
2014 | ||||||||||||||||
January 1, | Additions | Adjustments | Impairments | December 31, | ||||||||||||
RedPath | $ | — | $ | 15,545 | $ | — | $ | — | $ | 15,545 | ||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The net carrying value of the identifiable intangible assets as of December 31, 2014 is as follows: | |||||||||||||||
As of December 31, 2014 | ||||||||||||||||
Life | Carrying | Accumulated | ||||||||||||||
(Years) | Amount | Amortization | Net | |||||||||||||
Diagnostic assets: | ||||||||||||||||
Asuragen acquisition: | ||||||||||||||||
Thyroid | 9 | $ | 8,519 | $ | — | $ | 8,519 | |||||||||
Pancreas | 7 | 2,882 | 154 | 2,728 | ||||||||||||
Biobank | 4 | 1,575 | 147 | 1,428 | ||||||||||||
RedPath acquisition: | ||||||||||||||||
Pancreas test | 7 | 16,141 | 385 | 15,756 | ||||||||||||
Barrett's test | 9 | 18,351 | — | 18,351 | ||||||||||||
Total | $ | 47,468 | $ | 686 | $ | 46,782 | ||||||||||
Diagnostic lab: | ||||||||||||||||
CLIA Lab | 2.3 | $ | 609 | $ | 87 | $ | 522 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for the next five years is as follows: | |||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||
$ | 5,102 | $ | 6,358 | $ | 6,097 | $ | 5,949 | $ | 5,703 | |||||||
Accrued_Expenses_and_LongTerm_1
Accrued Expenses and Long-Term Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | Other accrued expenses consisted of the following as of December 31, 2014 and 2013: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
Accrued pass-through costs | $ | 1,043 | $ | 2,089 | ||||
Facilities realignment accrual | 517 | 565 | ||||||
Self insurance accruals | 463 | 1,020 | ||||||
Indemnification liability | 875 | 875 | ||||||
Contingent consideration | 633 | — | ||||||
Acquisition related costs | 1,225 | — | ||||||
Liabilities held-for-sale | 2,820 | 4,495 | ||||||
Rent payable | 348 | 348 | ||||||
DOJ settlement | 500 | — | ||||||
Accrued interest | 465 | — | ||||||
All others | 5,933 | 3,085 | ||||||
$ | 14,822 | $ | 12,477 | |||||
Schedule of Other Assets and Other Liabilities [Table Text Block] | ong-term liabilities consisted of the following as of December 31, 2014 and 2013: | |||||||
December 31, | December 31, 2013 | |||||||
2014 | ||||||||
Rent payable | $ | 209 | $ | 557 | ||||
Uncertain tax positions | 3,267 | 3,109 | ||||||
Deferred tax liability | 2,525 | — | ||||||
Facilities realignment accrual | 43 | 560 | ||||||
DOJ settlement (indemnified by RedPath) | 2,500 | — | ||||||
Liabilities held-for-sale | 329 | 817 | ||||||
Other | 270 | 142 | ||||||
$ | 9,143 | $ | 5,185 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of December 31, 2014, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: | |||||||||||||||||||
Less than | 1 to 3 | 3 to 5 | After | |||||||||||||||||
Total | 1 Year | Years | Years | 5 Years | ||||||||||||||||
Contingent consideration (1) | $ | 26,542 | $ | 633 | $ | 2,435 | $ | 14,683 | $ | 8,791 | ||||||||||
Contractual obligations (2) | 330 | 284 | 46 | — | — | |||||||||||||||
Operating lease obligations: | ||||||||||||||||||||
Minimum lease payments | 6,107 | 4,114 | 1,993 | — | — | |||||||||||||||
Less minimum sublease rentals (3) | (3,222 | ) | (2,469 | ) | (753 | ) | — | — | ||||||||||||
Net minimum lease payments | 2,885 | 1,645 | 1,240 | — | — | |||||||||||||||
Total | $ | 29,757 | $ | 2,562 | $ | 3,721 | $ | 14,683 | $ | 8,791 | ||||||||||
(1) Amounts represent contingent royalty and milestone payments in connection with our 2014 acquisitions based on annual net sales and the launch of the diagnostic tests acquired. | ||||||||||||||||||||
(2) Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. | ||||||||||||||||||||
(3) As of December 31, 2014, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility, the Dresher, Pennsylvania facility, and the Schaumburg, Illinois facility. These subleases will provide aggregated lease income of approximately $1.9 million, $1.3 million and $18,000, respectively, over the remaining lease periods. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | |||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||
Risk-free interest rate | 0.75 | % | 0.33 | % | |||||||||
Expected life | 3.5 | 3.5 | |||||||||||
Expected volatility | 48.15 | % | 49.8 | % | |||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The impact of stock options, SARs, performance shares, RSUs and restricted stock on net loss for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Stock options and SARs | $ | 727 | $ | 454 | |||||||||
Performance awards | 98 | — | |||||||||||
RSUs and restricted stock | 1,299 | 1,269 | |||||||||||
Total stock-based compensation expense | $ | 2,124 | $ | 1,723 | |||||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | A summary of stock option and SARs activity for the year ended December 31, 2014, and changes during such year, is presented below: | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Grant | Contractual | Intrinsic | |||||||||||
Price | Period (in years) | Value | |||||||||||
Outstanding at January 1, 2014 | 838,543 | $6.52 | 3.08 | $ | 148 | ||||||||
Granted | 925,410 | $4.33 | 4.31 | $ | — | ||||||||
Exercised | — | — | |||||||||||
Forfeited or expired | (71,032 | ) | $11.47 | ||||||||||
Outstanding at December 31, 2014 | 1,692,921 | $5.12 | 3.4 | $ | 4 | ||||||||
Exercisable at December 31, 2014 | 437,356 | $6.32 | 1.82 | $ | — | ||||||||
Vested and expected to vest | 1,456,345 | $5.12 | 3.32 | $ | 3 | ||||||||
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] | A summary of the status of the Company’s nonvested SARs for the year ended December 31, 2014, and changes during such year, is presented below: | ||||||||||||
Shares | Weighted- Average Grant Date Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 544,573 | $ | 2.2 | ||||||||||
Granted | 925,410 | $ | 1.56 | ||||||||||
Vested | (208,345 | ) | $ | 2.27 | |||||||||
Forfeited | (6,073 | ) | $ | 1.97 | |||||||||
Nonvested at December 31, 2014 | 1,255,565 | $ | 1.72 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company’s nonvested shares of restricted stock and restricted stock units for the year ended December 31, 2014, and changes during such year, is presented below: | ||||||||||||
Shares | Weighted- | Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | |||||||||||
Grant Date | Vesting | Value | |||||||||||
Fair Value | Period (in years) | ||||||||||||
Nonvested at January 1, 2014 | 581,709 | $ | 4.81 | 1.44 | $ | 2,660 | |||||||
Granted | 402,648 | $ | 3.76 | 2.48 | $ | 721 | |||||||
Vested | (213,295 | ) | $ | 7.83 | |||||||||
Forfeited | (60,059 | ) | $ | 5.22 | |||||||||
Nonvested at December 31, 2014 | 711,003 | $ | 2.81 | 1.7 | $ | 1,273 | |||||||
Significant_Customers_Tables
Significant Customers (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Concentration Risk [Line Items] | |||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The following sets forth the significant customers who accounted for more than 10% of the Company's accounts receivable and unbilled receivable balances as of December 31, 2014 and 2013. | ||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 7,341 | $ | 9,153 | |||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | The following sets forth the significant customers who accounted for more than 10% of the Company's accounts receivable and unbilled receivable balances as of December 31, 2014 and 2013. | ||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 7,341 | $ | 9,153 | |||||
Concentration Risk Disclosure [Text Block] | Significant Customers | ||||||||
During the years ended December 31, 2014 and 2013, the Company had several significant customers for which it provided services under specific contractual arrangements. The following sets forth the net revenue generated by customers who accounted for more than 10% of the Company's revenue from continuing operations during each of the periods presented. | |||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 57,039 | $ | 70,827 | |||||
B | $ | 26,825 | $ | 27,976 | |||||
The Company recorded all its revenue from significant customers in its Commercial Services segment for 2014 and 2013. For the years ended December 31, 2014 and 2013, the Company’s two largest customers, each representing 10% or more of its revenue, accounted for, in the aggregate, approximately 69.7% and 67.4%, respectively, of its revenue from continuing operations. At December 31, 2014 and 2013, the Company’s two largest customers represented 51.5% and 86%, respectively, of the aggregate of its outstanding accounts receivable and unbilled receivable balances. | |||||||||
The following sets forth the significant customers who accounted for more than 10% of the Company's accounts receivable and unbilled receivable balances as of December 31, 2014 and 2013. | |||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 7,341 | $ | 9,153 | |||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | The following sets forth the net revenue generated by customers who accounted for more than 10% of the Company's revenue from continuing operations during each of the periods presented. | ||||||||
Years Ended December 31, | |||||||||
Customer | 2014 | 2013 | |||||||
A | $ | 57,039 | $ | 70,827 | |||||
B | $ | 26,825 | $ | 27,976 | |||||
Facilities_Realignment_Tables
Facilities Realignment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table presents a reconciliation of the restructuring charges during the years ended December 31, 2014 and 2013 to the balances as of December 31, 2014 and 2013, which is included in other accrued expenses ($0.6 million and $1.2 million, respectively) and in long-term liabilities ($0.1 million and $0.8 million, respectively): | |||||||||||
Commercial | Discontinued Operations | Total | ||||||||||
Services | ||||||||||||
Balance as of January 1, 2013 | $ | 2,027 | $ | 1,252 | $ | 3,279 | ||||||
Accretion | 112 | 30 | 142 | |||||||||
Adjustments | — | — | — | |||||||||
Payments | (1,014 | ) | (445 | ) | (1,459 | ) | ||||||
Balance as of December 31, 2013 | 1,125 | 837 | 1,962 | |||||||||
Accretion | 112 | 30 | 142 | |||||||||
Adjustments | — | (16 | ) | (16 | ) | |||||||
Payments | (677 | ) | (644 | ) | (1,321 | ) | ||||||
Balance as of December 31, 2014 | $ | 560 | $ | 207 | $ | 767 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the difference between the federal statutory tax rates and the Company's effective tax rate from continuing operations is as follows: | |||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income tax rate, net of Federal tax benefit | 0.8 | % | 0.3 | % | ||||
Meals and entertainment | (0.1 | )% | (2.3 | )% | ||||
Valuation allowance | 1.1 | % | (35.9 | )% | ||||
Other non-deductible | (3.2 | )% | (1.3 | )% | ||||
Other taxes | — | % | — | % | ||||
Net change in Federal and state reserves | — | % | — | % | ||||
Effective tax rate | 33.5 | % | (4.2 | )% | ||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for or benefit from income taxes on continuing operations for the years ended December 31, 2014 and 2013 is comprised of the following: | |||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | — | $ | — | ||||
State | 297 | 180 | ||||||
Total current | 297 | 180 | ||||||
Deferred: | ||||||||
Federal | (4,686 | ) | — | |||||
State | (349 | ) | — | |||||
Total deferred | (5,035 | ) | — | |||||
(Benefit) Provision for income taxes | $ | (4,738 | ) | $ | 180 | |||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2014 and 2013 are as follows: | |||||||
2014 | 2013 | |||||||
Deferred tax assets included in other current assets: | ||||||||
Allowances and reserves | $ | 4,769 | $ | 1,217 | ||||
Compensation | 3,637 | 4,010 | ||||||
Valuation allowance on deferred tax assets | (7,046 | ) | (5,227 | ) | ||||
Current deferred tax assets | $ | 1,360 | $ | — | ||||
Noncurrent deferred tax assets and liabilities: | ||||||||
State net operating loss carryforwards | $ | 5,534 | $ | 4,774 | ||||
Federal net operating loss carryforwards | 41,466 | 31,253 | ||||||
Credit carryforward | 150 | — | ||||||
State taxes | 1,124 | 1,124 | ||||||
Self insurance and other reserves | 509 | 294 | ||||||
Property, plant and equipment | 2,332 | 2,196 | ||||||
Intangible assets | (5,746 | ) | 8,269 | |||||
Other reserves - restructuring | 181 | 391 | ||||||
Deferred revenue | 5 | 6 | ||||||
Valuation allowance on deferred tax assets | (48,080 | ) | (48,307 | ) | ||||
Noncurrent deferred tax liabilities, net | $ | (2,525 | ) | $ | — | |||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2014: | |||||||
Unrecognized | ||||||||
Tax Benefits | ||||||||
Balance of unrecognized benefits as of January 1, 2013 | $ | 1,117 | ||||||
Additions for tax positions related to the current year | — | |||||||
Additions for tax positions of prior years | — | |||||||
Reductions for tax positions of prior years | — | |||||||
Balance as of December 31, 2013 | $ | 1,117 | ||||||
Additions for tax positions related to the current year | — | |||||||
Additions for tax positions of prior years | — | |||||||
Reductions for tax positions of prior years | — | |||||||
Balance as of December 31, 2014 | $ | 1,117 | ||||||
Historical_Basic_and_Diluted_N1
Historical Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ||||||
Schedule of Weighted Average Number of Shares [Table Text Block] | A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013 is as follows: | |||||
Years Ended December 31, | ||||||
2014 | 2013 | |||||
Basic weighted average number of common shares | 14,901 | 14,718 | ||||
Potential dilutive effect of stock-based awards | — | — | ||||
Diluted weighted average number of common shares | 14,901 | 14,718 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive: | |||||
Years Ended December 31, | ||||||
2014 | 2013 | |||||
Options | 25,000 | 42,500 | ||||
Stock-settled stock appreciation rights (SARs) | 1,479,756 | 796,043 | ||||
Restricted stock and restricted stock units (RSUs) | 711,003 | 581,709 | ||||
Performance contingent SARs | 188,165 | — | ||||
2,403,924 | 1,420,252 | |||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ||||||||||||
Commercial | Interpace Diagnostics | Consolidated | ||||||||||
Services | ||||||||||||
For the year ended December 31, 2014: | ||||||||||||
Revenue | $ | 118,461 | $ | 1,474 | $ | 119,935 | ||||||
Operating loss | $ | (3,168 | ) | $ | (10,302 | ) | $ | (13,470 | ) | |||
Capital expenditures | $ | 1,580 | $ | 1,271 | $ | 2,851 | ||||||
Depreciation and amortization expense (1) | $ | 1,001 | $ | 841 | $ | 1,842 | ||||||
Total assets | $ | 34,807 | $ | 81,099 | $ | 115,906 | ||||||
For the year ended December 31, 2013: | ||||||||||||
Revenue | $ | 146,534 | $ | — | $ | 146,534 | ||||||
Operating loss | $ | (980 | ) | $ | (457 | ) | $ | (1,437 | ) | |||
Capital expenditures | $ | 1,818 | $ | — | $ | 1,818 | ||||||
Depreciation and amortization expense (1) | $ | 1,190 | $ | — | $ | 1,190 | ||||||
Total assets | $ | 67,562 | $ | 1,502 | $ | 69,064 | ||||||
(1) Excludes amounts included within discontinued operations. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The table below presents the significant components of Group DCA's, Pharmakon's and TVG’s results included in Loss from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Revenue, net | $ | 3,214 | $ | 4,309 | ||||||||||||||||||||
Loss from discontinued operations, before income tax (1) | (6,666 | ) | (2,884 | ) | ||||||||||||||||||||
Income tax expense | 5 | 5 | ||||||||||||||||||||||
Loss from discontinued operations, net of tax | $ | (6,671 | ) | $ | (2,889 | ) | ||||||||||||||||||
The assets and liabilities classified as held-for-sale and discontinued operations relate to Group DCA, Pharmakon, and TVG. As of December 31, 2014 and December 31, 2013 these assets and liabilities are in the accompanying balance sheets as follows: | ||||||||||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Group DCA | Other | Total | Group DCA | Other | Total | |||||||||||||||||||
Accounts receivable, net | $ | 613 | $ | — | $ | 613 | $ | 519 | $ | — | $ | 519 | ||||||||||||
Other | — | — | — | 87 | — | 87 | ||||||||||||||||||
Other current assets | 613 | — | 613 | 606 | — | 606 | ||||||||||||||||||
Property and equipment, net | — | — | — | 1,221 | — | 1,221 | ||||||||||||||||||
Goodwill | 1,295 | — | 1,295 | 2,523 | — | 2,523 | ||||||||||||||||||
Other | — | 150 | 150 | 157 | 150 | 307 | ||||||||||||||||||
Other long-term assets | 1,295 | 150 | 1,445 | 3,901 | 150 | 4,051 | ||||||||||||||||||
Total assets | $ | 1,908 | $ | 150 | $ | 2,058 | $ | 4,507 | $ | 150 | $ | 4,657 | ||||||||||||
Accounts payable | $ | 69 | $ | — | $ | 69 | $ | 150 | $ | — | $ | 150 | ||||||||||||
Unearned contract revenue | 1,698 | — | 1,698 | 2,033 | — | 2,033 | ||||||||||||||||||
Accrued salary and bonus | 550 | — | 550 | 266 | — | 266 | ||||||||||||||||||
Other | 78 | 425 | 503 | 1,641 | 405 | 2,046 | ||||||||||||||||||
Other accrued expenses | 2,395 | 425 | 2,820 | 4,090 | 405 | 4,495 | ||||||||||||||||||
Other long-term liabilities | — | 329 | 329 | 198 | 619 | 817 | ||||||||||||||||||
Total liabilities | $ | 2,395 | $ | 754 | $ | 3,149 | $ | 4,288 | $ | 1,024 | $ | 5,312 | ||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt | Principal payments due related to the long-term debt over next five are as follows: | |||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||||
Subordinated note | $ | — | $ | 1,375 | $ | 4,125 | $ | 4,125 | $ | 1,375 | ||||||||||
Loan | — | — | 2,534 | 5,000 | 5,000 | |||||||||||||||
$ | — | $ | 1,375 | $ | 6,659 | $ | 9,125 | $ | 6,375 | |||||||||||
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Loan receivable) (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||||
Loans and Leases Receivable, Gross | $1,300,000 | $800,000 | ||
Loans Receivable, Net | $600,000 | $700,000 | $1,336,000 |
Nature_of_Business_and_Signifi3
Nature of Business and Significant Accounting Policies (Long-lived assets) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2013 | Mar. 31, 2012 | Sep. 30, 2011 | |
sqft | sqft | sqft | sqft | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||
Gain (Loss) on Disposition of Business | $1,200,000 | |||||||
Other Asset Impairment Charges | 700,000 | |||||||
Asset Impairment Charges | 600,000 | 2,086,000 | 0 | |||||
Net Rentable Area | 9,000 | 9,000 | 6,700 | 47,000 | ||||
Segment, Discontinued Operations [Member] | ||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||
Asset Impairment Charges | 600,000 | 700,000 | ||||||
Marketing Services [Member] | ||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||
Asset Impairment Charges | $600,000 | $100,000 |
Nature_of_Business_and_Signifi4
Nature of Business and Significant Accounting Policies (Self Insurance) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Self Insurance Reserve | $0.50 | $1 |
Nature_of_Business_and_Signifi5
Nature of Business and Significant Accounting Policies (Contracts) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Amortization of Deferred Charges | $0.90 | |
Sale Services, Term of Contract Terminated by Customers | 180 days | |
Entity-Wide Revenue, Major Customer, Percentage | 69.70% | 67.40% |
Deferred Costs, Current | $0.40 | $2.30 |
Minimum [Member] | ||
Sale Services, Term of Contract Terminated by Customers | 30 days | |
Entity-Wide Revenue, Major Customer, Percentage | 10.00% |
Nature_of_Business_and_Signifi6
Nature of Business and Significant Accounting Policies (Revenue) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||
Prepaid Expense, Current | $0.40 | $2.30 |
Amortization of Deferred Charges | 0.9 | |
Cost of Reimbursable Expense | $27.40 | $30.80 |
Nature_of_Business_and_Signifi7
Nature of Business and Significant Accounting Policies Receivables (Details) (USD $) | Dec. 31, 2014 |
Receivables [Abstract] | |
Allowance for Doubtful Accounts Receivable, Current | $9,000 |
Nature_of_Business_and_Signifi8
Nature of Business and Significant Accounting Policies Loans and investments (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2013 |
In Millions, unless otherwise specified | ||
Loans and Investments [Abstract] | ||
Cost Method Investments | $1.50 | $1.50 |
Nature_of_Business_and_Signifi9
Nature of Business and Significant Accounting Policies Software treatment (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Software [Abstract] | |
Capitalized Computer Software, Gross | $0.50 |
Acquisition_Details
Acquisition (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
Oct. 31, 2014 | Dec. 31, 2014 | Aug. 13, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | |
Business Acquisition [Line Items] | |||||
Cash paid to acquire business | $13,359,000 | ||||
Finite-lived intangible assets, gross | 47,468,000 | ||||
Contingent consideration, liability | 26,542,000 | 500,000 | |||
Common stock, par value (usd per share) | $0.01 | $0.01 | |||
Goodwill | 15,545,000 | 0 | |||
FDIC indemnification asset, acquisitions | 2,500,000 | ||||
Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Assets acquired, samples | 5,000 | ||||
Cash paid to acquire business | 8,000,000 | ||||
Other Commitment | 500,000 | ||||
Finite-lived intangible assets, gross | 13,000,000 | ||||
Finite-lived intangible asset, useful life | 7 years 10 months 24 days | ||||
Contingent consideration, liability | 4,476,000 | ||||
RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash paid to acquire business | 13,400,000 | ||||
Contingent consideration, liability | 23,886,000 | ||||
Working capital adjustment | 1,600,000 | 1,820,000 | |||
Contingent cash payments on annual net sales | 5,000,000 | ||||
Goodwill | 15,545,000 | ||||
Maximum | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Maximum quarterly principal payment | 250,000 | ||||
Diagnostic Test - Pancreas | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 5.00% | ||||
Royalty Percentage Period | 10 years | ||||
Diagnostic Test - Thyroid | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 3.50% | ||||
Diagnostic Test- Other Thyroid | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 1.50% | ||||
Royalty Percentage Period | 10 years | ||||
Barrett's Esophagus | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Annual net sales threshold | 14,000,000 | ||||
Interpace and RedPath | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Annual net sales threshold | 37,000,000 | ||||
Notes Payable, Other Payables | |||||
Business Acquisition [Line Items] | |||||
Long-term debt | 7,500,000 | ||||
Notes Payable, Other Payables | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Number of equal consecutive quarterly installments | 8 | ||||
Stated interest rate | 5.00% | ||||
Long-term debt | 7,300,000 | ||||
Debt discount rate | 13.50% | ||||
Equity interests issued | 500,000 | ||||
Common stock, par value (usd per share) | $0.01 | ||||
Face amount | 11,000,000 | ||||
Loans | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Stated interest rate | 1.00% | ||||
Long-term debt | 19,700,000 | ||||
Face amount | 20,000,000 | ||||
Proceeds from issuance of debt | 19,600,000 | ||||
Margin on interest rate | 12.50% | ||||
Interest rate, increase in case of default | 3.00% | ||||
Loan Processing Fee | 300,000 | ||||
Exit Fee | 800,000 | ||||
Prepayment premium, base amount | 80,000,000 | ||||
PathFinderTG | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 10.00% | ||||
Annual net sales threshold | 30,000,000 | ||||
Barrett's Esophagus | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 20.00% | ||||
Annual net sales threshold | 30,000,000 | ||||
PathFinderTG-Pancreas | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Royalty Percentage | 6.50% | ||||
Annual net sales threshold | 12,000,000 | ||||
Molecular Diagnostics | Maximum | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Quarterly revenue based payments, percent of net sales | 1.25 | ||||
RedPath | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets, gross | 34,500,000 | ||||
Finite-lived intangible asset, useful life | 8 years 0 months 22 days | ||||
Goodwill | 15,545,000 | ||||
On or After October 31, 2015 | Loans | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Prepayment fee percent | 6.00% | ||||
Between October 31, 2016 and October 31, 2017 | Loans | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Prepayment fee percent | 5.00% | ||||
Prepayment premium | 1.25% | ||||
Between October 31, 2007 and October 31, 2008 | Loans | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Prepayment fee percent | 2.00% | ||||
Reported Value Measurement [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, liability | 26,542,000 | ||||
Reported Value Measurement [Member] | RedPath | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, liability | $22,066,000 |
Acquisition_Consideration_Deta
Acquisition Consideration (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Oct. 31, 2014 | Aug. 13, 2014 | Aug. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Cash | $13,359,000 | |||
Contingent consideration | 26,542,000 | 500,000 | ||
RedPath Integrated Pathology, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | 13,400,000 | |||
Transition services obligation | 22,066,000 | |||
Contingent consideration | 23,886,000 | |||
Total consideration | 44,854,000 | |||
Interpace Diagnostics, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | 8,000,000 | |||
Transition services obligation | 500,000 | |||
Contingent consideration | 4,476,000 | |||
Total consideration | 12,976,000 | |||
Thyroid | Interpace Diagnostics, LLC | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 8,519,000 | |||
Pancreas | Interpace Diagnostics, LLC | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 2,882,000 | |||
Biobank | Interpace Diagnostics, LLC | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $1,575,000 |
Acquisition_Purchase_Price_All
Acquisition Purchase Price Allocation (Details) (USD $) | 0 Months Ended | |||
Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Contingent consideration | $26,542,000 | $500,000 | ||
Goodwill | 15,545,000 | 0 | ||
RedPath Integrated Pathology, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | 13,572,000 | |||
Cash | 22,066,000 | |||
Common stock | 1,820,000 | |||
Contingent consideration | 23,886,000 | |||
Total consideration | 44,854,000 | |||
Goodwill | 15,545,000 | |||
Acquired intangible assets | 34,492,000 | |||
Current assets | 5,465,000 | |||
Other long-term assets | 366,000 | |||
Current liabilities | -4,809,000 | |||
Deferred income tax liability | -6,205,000 | |||
Total acquired assets | 44,854,000 | |||
Diagnostic Test - Pancreas | RedPath Integrated Pathology, Inc | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | 16,141,000 | |||
Diagnostic Test - Barrett's RedPath | RedPath Integrated Pathology, Inc | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | 18,351,000 | |||
Notes Payable, Other Payables | ||||
Business Acquisition [Line Items] | ||||
Subordinated note payable | 11,000,000 | |||
Notes Payable, Other Payables | RedPath Integrated Pathology, Inc | ||||
Business Acquisition [Line Items] | ||||
Subordinated note payable | $7,396,000 |
Acquisition_Pro_forma_Informat
Acquisition Pro forma Information (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ||
Revenue | $128,247 | $162,007 |
Net loss | ($24,299) | ($9,850) |
Loss per share (usd per share) | ($1.63) | ($0.67) |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | ||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Goodwill | $15,545,000 | $0 | ||||||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. | Â | ||||||||||||||||||||
As of December 31, 2014 | Fair Value Measurements | |||||||||||||||||||||
Carrying | Fair | As of December 31, 2014 | ||||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Assets: | ||||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||
Cash | $ | 6,836 | $ | 6,836 | $ | 6,836 | $ | — | $ | — | ||||||||||||
Money market funds | 16,275 | 16,275 | 16,275 | — | — | |||||||||||||||||
$ | 23,111 | $ | 23,111 | $ | 23,111 | $ | — | $ | — | |||||||||||||
Marketable securities: | ||||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | ||||||||||||
Mutual funds | 59 | 59 | 59 | — | — | |||||||||||||||||
U.S. Treasury securities | 1,070 | 1,070 | 1,070 | — | — | |||||||||||||||||
Government agency securities | 317 | 317 | 317 | — | — | |||||||||||||||||
$ | 1,494 | $ | 1,494 | $ | 1,494 | $ | — | $ | — | |||||||||||||
Liabilities: | ||||||||||||||||||||||
Contingent consideration: | ||||||||||||||||||||||
Asuragen | $ | 4,476 | $ | 4,476 | $ | — | $ | — | $ | 4,476 | ||||||||||||
RedPath | 22,066 | 22,066 | — | — | 22,066 | |||||||||||||||||
$ | 26,542 | $ | 26,542 | $ | — | $ | — | $ | 26,542 | |||||||||||||
As of December 31, 2013 | Fair Value Measurements | |||||||||||||||||||||
Carrying | Fair | As of December 31, 2013 | ||||||||||||||||||||
Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Assets: | ||||||||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||||||||
Cash | $ | 10,315 | $ | 10,315 | $ | 10,315 | $ | — | $ | — | ||||||||||||
Money market funds | 35,324 | 35,324 | 35,324 | — | — | |||||||||||||||||
$ | 45,639 | $ | 45,639 | $ | 45,639 | $ | — | $ | — | |||||||||||||
Marketable securities: | ||||||||||||||||||||||
Money market funds | $ | 48 | $ | 48 | $ | 48 | $ | — | $ | — | ||||||||||||
Mutual funds | 55 | 55 | 55 | — | — | |||||||||||||||||
U.S. Treasury securities | 1,730 | 1,730 | 1,730 | — | — | |||||||||||||||||
Government agency securities | 382 | 382 | 382 | — | — | |||||||||||||||||
$ | 2,215 | $ | 2,215 | $ | 2,215 | $ | — | $ | — | |||||||||||||
Contingent consideration, liability | 26,542,000 | 500,000 | ||||||||||||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 47,304,000 | |||||||||||||||||||||
Contingent consideration, liability | 26,542,000 | |||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 23,111,000 | 45,639,000 | ||||||||||||||||||||
Investments, Fair Value Disclosure | 1,494,000 | 2,215,000 | ||||||||||||||||||||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 48,000 | 48,000 | ||||||||||||||||||||
Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 59,000 | 55,000 | ||||||||||||||||||||
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 1,070,000 | 1,730,000 | ||||||||||||||||||||
Government agency securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 317,000 | 382,000 | ||||||||||||||||||||
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 6,836,000 | 10,315,000 | ||||||||||||||||||||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 16,275,000 | 35,324,000 | ||||||||||||||||||||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 4,476,000 | |||||||||||||||||||||
RedPath | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 22,066,000 | |||||||||||||||||||||
Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 47,304,000 | |||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 23,111,000 | 45,639,000 | ||||||||||||||||||||
Investments, Fair Value Disclosure | 1,494,000 | 2,215,000 | ||||||||||||||||||||
Contingent consideration, liability | 26,542,000 | |||||||||||||||||||||
Reported Value Measurement [Member] | Money Market Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 48,000 | 48,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | Mutual Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 59,000 | 55,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | US Treasury Securities [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 1,070,000 | 1,730,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | Government agency securities [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 317,000 | 382,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | Cash [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 6,836,000 | 10,315,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | Money Market Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 16,275,000 | 35,324,000 | ||||||||||||||||||||
Reported Value Measurement [Member] | Asuragen [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 4,476,000 | |||||||||||||||||||||
Reported Value Measurement [Member] | RedPath | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 22,066,000 | |||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 23,111,000 | 45,639,000 | ||||||||||||||||||||
Investments, Fair Value Disclosure | 1,494,000 | 2,215,000 | ||||||||||||||||||||
Contingent consideration, liability | 26,542,000 | |||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Money Market Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 48,000 | 48,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Mutual Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 59,000 | 55,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | US Treasury Securities [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 1,070,000 | 1,730,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Government agency securities [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Investments, Fair Value Disclosure | 317,000 | 382,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Cash [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 6,836,000 | 10,315,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Money Market Funds [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 16,275,000 | 35,324,000 | ||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | Asuragen [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 4,476,000 | |||||||||||||||||||||
Estimate of Fair Value, Fair Value Disclosure [Member] | RedPath | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Contingent consideration, liability | 22,066,000 | |||||||||||||||||||||
Thyroid [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 522,000 | |||||||||||||||||||||
Thyroid [Member] | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 522,000 | |||||||||||||||||||||
Pancreas [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 8,519,000 | |||||||||||||||||||||
Pancreas [Member] | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 8,519,000 | |||||||||||||||||||||
Biobank | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 2,728,000 | |||||||||||||||||||||
Biobank | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 2,728,000 | |||||||||||||||||||||
Pancreas Test [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 1,428,000 | |||||||||||||||||||||
Pancreas Test [Member] | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 1,428,000 | |||||||||||||||||||||
Barretts' Test [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 15,756,000 | |||||||||||||||||||||
Barretts' Test [Member] | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 15,756,000 | |||||||||||||||||||||
CLIA Diagnostic Lab [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 18,351,000 | |||||||||||||||||||||
CLIA Diagnostic Lab [Member] | Reported Value Measurement [Member] | ||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | $18,351,000 |
Investments_in_Marketable_Secu2
Investments in Marketable Securities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | $107,000 | $103,000 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 16,000 | 16,000 |
Letters of Credit Outstanding, Amount | 1,400,000 | 2,000,000 |
Held-to-maturity Securities, Current | 534,000 | 1,858,000 |
Held-to-maturity Securities, Noncurrent | 1,057,000 | 370,000 |
Held-to-maturity Securities | 1,591,000 | 2,228,000 |
Equity Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 59,000 | 55,000 |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 48,000 | 48,000 |
Held-to-maturity Securities, Current | 204,000 | 116,000 |
Held-to-maturity Securities, Noncurrent | 0 | 0 |
Held-to-maturity Securities | 204,000 | 116,000 |
US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Held-to-maturity Securities, Current | 105,000 | 1,360,000 |
Held-to-maturity Securities, Noncurrent | 965,000 | 370,000 |
Held-to-maturity Securities | 1,070,000 | 1,730,000 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Held-to-maturity Securities, Current | 225,000 | 382,000 |
Held-to-maturity Securities, Noncurrent | 92,000 | 0 |
Held-to-maturity Securities | $317,000 | $382,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||||||
Furniture and fixtures | $3,807,000 | $3,807,000 | $3,625,000 | $3,625,000 | ||
Office equipment | 2,228,000 | 2,228,000 | 1,170,000 | 1,170,000 | ||
Computer equipment | 7,017,000 | 7,017,000 | 6,396,000 | 6,396,000 | ||
Computer software | 500,000 | 500,000 | ||||
Leasehold improvements | 7,008,000 | 7,008,000 | 6,883,000 | 6,883,000 | ||
Property, Plant and Equipment, Gross | 31,599,000 | 31,599,000 | 29,161,000 | 29,161,000 | ||
Less accumulated depreciation | -28,415,000 | -28,415,000 | -27,593,000 | -27,593,000 | ||
Property and equipment, net | 3,184,000 | 3,184,000 | 1,568,000 | 1,568,000 | ||
Depreciation and amortization expense (1) | 1,600,000 | 1,400,000 | ||||
Asset Impairment Charges | 600,000 | 2,086,000 | 0 | |||
Segment, Discontinued Operations [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset Impairment Charges | 600,000 | 700,000 | ||||
Marketing Services [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset Impairment Charges | 600,000 | 100,000 | ||||
Software for internal use [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Computer software | 11,539,000 | 11,539,000 | 11,087,000 | 11,087,000 | ||
Capitalized Computer Software, Amortization | 200,000 | |||||
Capitalized Computer Software, Net | 1,000,000 | 1,000,000 | 700,000 | 700,000 | ||
Software for external use [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Computer software | $0 | $0 | $0 | $0 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Goodwill) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | ||
Goodwill | $15,545,000 | $0 |
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | -1,200,000 | |
Group DCA [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 2,500,000 | |
RedPath | ||
Goodwill [Line Items] | ||
Goodwill | 15,545,000 | |
Group DCA [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $1,300,000 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $15,545 | $0 |
Amortization of Intangible Assets | 773 | 0 |
Rent payable | 209 | 557 |
Finite-lived intangible assets, gross | 47,468 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 686 | |
Finite-Lived Intangible Assets, Net | 46,782 | |
Diagnostic Test - Thyroid | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 9 years | |
Finite-lived intangible assets, gross | 8,519 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | |
Finite-Lived Intangible Assets, Net | 8,519 | |
Diagnostic Test - Pancreas | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 7 years | |
Finite-lived intangible assets, gross | 2,882 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 154 | |
Finite-Lived Intangible Assets, Net | 2,728 | |
Biobank | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 4 years | |
Finite-lived intangible assets, gross | 1,575 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 147 | |
Finite-Lived Intangible Assets, Net | 1,428 | |
Diagnostic Test - Pancreas RedPath [Member] [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 7 years | |
Finite-lived intangible assets, gross | 16,141 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 385 | |
Finite-Lived Intangible Assets, Net | 15,756 | |
Diagnostic Test - Barrett's RedPath | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 9 years | |
Finite-lived intangible assets, gross | 18,351 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | |
Finite-Lived Intangible Assets, Net | 18,351 | |
CLIA Diagnostic Lab [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 2 years 3 months | |
Finite-lived intangible assets, gross | 609 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 87 | |
Finite-Lived Intangible Assets, Net | $522 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets future amortization table 5 year (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $5,102 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 6,358 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 6,097 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 5,949 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $5,703 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contribution Per Employee, Percent | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent | 100.00% | |
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 50.00% | |
Pension and Other Postretirement Benefit Expense | $0.90 | $0.70 |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent | 3.00% | |
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 5.00% | |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 3.00% |
Accrued_Expenses_and_LongTerm_2
Accrued Expenses and Long-Term Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Other Liabilities | $1,043 | $2,089 |
Rent payable | 209 | 557 |
Uncertain tax positions | 3,267 | 3,109 |
Deferred Tax Liabilities, Other | 2,525 | 0 |
Facilities realignment accrual | 43 | 560 |
Regulatory Liability, Noncurrent | 2,500 | |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities | 329 | 817 |
Other | 270 | 142 |
Liabilities, Noncurrent | 9,143 | 5,185 |
Restructuring Reserve, Current | 517 | 565 |
Self Insurance Reserve, Current | 463 | 1,020 |
Liability for Uncertain Tax Positions, Current | 875 | 875 |
Business Combination, Contingent Consideration, Liability, Current | 633 | |
Business Acquisition, Transaction Costs | 1,225 | |
Disposal Group, Including Discontinued Operation, Liabilities | 2,820 | 4,495 |
Deferred Rent Credit, Current | 348 | 348 |
Other Accrued Liabilities, Current | 5,933 | 3,085 |
Accrued Liabilities, Current | 14,822 | 12,477 |
Settlement Liabilities, Current | 500 | |
Interest Payable, Current | $465 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | ||
Long-term Purchase Commitment [Line Items] | ||||
Contingent Consideration, Future Minimum Payments Due | $26,542,000 | |||
Contingent Consideration, Due in Next Twelve Months | 633,000 | |||
Contingent Consideration, Future Minimum Payments, Due in Two and Three Years | 2,435,000 | |||
Contingent Consideration, Future Minimum Payments. Due in Four and Five Years | 14,683,000 | |||
Contingent Consideration, Due after Fifth Year | 8,791,000 | |||
Operating Leases, Rent Expense | 5,800,000 | 4,900,000 | ||
Equipment Expense | 5,200,000 | 4,100,000 | ||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Contractual obligations | 330,000 | [1] | ||
Contractual obligations, Due in Next Twelve Months | 284,000 | [1] | ||
Contractual obligations, Due in Second and Third Year | 46,000 | [1] | ||
Contractual obligations, Due in Fourth and Fifth Year | 0 | [1] | ||
Minimum lease payments, Future Minimum Payments Due | 6,107,000 | |||
Minimum lease payments, Future Minimum Payments Due, Next Twelve Months | 4,114,000 | |||
Minimum lease payments, Future Minimum Payments, Due in Two and Three Years | 1,993,000 | |||
Minimum lease payments, Future Minimum Payments, Due in Four and Five Years | 0 | |||
Less minimum sublease rentals, Future Minimum Payments Due, Future Minimum Sublease Rentals | -3,222,000 | [2] | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Next Twelve Months | -2,469,000 | [2] | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Years Two and Three [Line Items] | -753,000 | [2] | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Years Four and Five | 0 | [2] | ||
Net minimum lease payments Future Minimum Payments Due Net | 2,885,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Next Twelve Months | 1,645,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Second And Third Year | 1,240,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Fourth And Fifth Year | 0 | |||
Total Contractual Obligation | 29,757,000 | |||
Total Contractual Obligation, Due in Next Twelve Months | 2,562,000 | |||
Total Contractual Obligation, Due in Second and Third Year | 3,721,000 | |||
Total Contractual Obligation, Due in Fourth and Fifth Year | 14,683,000 | |||
Letters of Credit Outstanding, Amount | 1,400,000 | 2,000,000 | ||
Contingent consideration, liability | 26,542,000 | 500,000 | ||
Litigation Settlement, Amount | 3,000,000 | |||
Settlement Liabilities, Current | 500,000 | |||
Regulatory Liability, Noncurrent | 2,500,000 | |||
Contractual Obligation, Due after Fifth Year | 8,791,000 | |||
NEW JERSEY | ||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Operating Leases, Rent Expense, Sublease Rentals | 1,900,000 | |||
PENNSYLVANIA | ||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Operating Leases, Rent Expense, Sublease Rentals | 1,300,000 | |||
ILLINOIS | ||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Operating Leases, Rent Expense, Sublease Rentals | $18,000 | |||
[1] | Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. | |||
[2] | As of December 31, 2014, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility, the Dresher, Pennsylvania facility, and the Schaumburg, Illinois facility. These subleases will provide aggregated lease income of approximately $1.9 million, $1.3 million and $18,000, respectively, over the remaining lease periods. |
Preferred_Stock_Details
Preferred Stock (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Equity [Abstract] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
StockBased_Compensation_Weight
Stock-Based Compensation (Weighted Average Assumptions) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $3.76 | ||
Consecutive trading days | 60 days | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $4.33 | ||
Risk-free interest rate | 0.75% | 0.33% | |
Expected life | 3 years 6 months | 3 years 6 months | |
Expected volatility | 48.15% | 49.80% | |
Performance Shares [Member] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Shares Target Premium | 50.00% | ||
Performance Shares [Member] | Performance Shares First Tranche [Domain] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,496 | ||
Average stock price, performance shares | 7.65 | ||
Performance Shares [Member] | Performance Shares Second Tranche [Domain] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 64,460 | ||
Average stock price, performance shares | 10.2 | ||
Expected life | 5 years | ||
Performance Shares [Member] | Performance Shares Final Tranche [Domain] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 87,209 | ||
Average stock price, performance shares | 15.3 | ||
Expected life | 5 years |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Incentive Plan Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,100,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 925,410 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $4.33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 6 months | 3 years 6 months | |
Stock or Unit Option Plan Expense | $727,000 | $454,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $3.76 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 13,183 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months 26 days | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.56 | $1.97 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $5.90 | ||
SAR and Restricted Stock [Member] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $2,800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 7 months 10 days | ||
Chief Executive Officer [Member] | Performance base shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 188,165 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $5.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.87 | ||
Chief Executive Officer [Member] | Performance Shares [Member] | |||
Performance Shares Target Premium | 50.00% | ||
Performance Shares Final Tranche [Domain] | Chief Executive Officer [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 87,209 | ||
Average stock price, performance shares | $15.30 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Performance Shares Second Tranche [Domain] | Chief Executive Officer [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 64,460 | ||
Average stock price, performance shares | $10.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Performance Shares First Tranche [Domain] | Chief Executive Officer [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,496 | ||
Average stock price, performance shares | $7.65 |
StockBased_Compensation_SARs_a
Stock-Based Compensation (SARs activity) (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock or Unit Option Plan Expense | $727,000 | $454,000 | |
Restricted Stock or Unit Expense | 1,299,000 | 1,269,000 | |
Share-based Compensation | 2,124,000 | 1,723,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Oustanding, Shares at beginning of the period | 838,543 | ||
Granted, Shares | 925,410 | ||
Exercised, Shares | 0 | ||
Forfeited or expired, shares | -71,032 | ||
Oustanding, Shares at end of the period | 1,692,921 | 838,543 | 1,692,921 |
Outstanding, Average Grant Price | $5.12 | $6.52 | 5.12 |
Granted, Average Grant Price | $4.33 | ||
Exercised, Average Grant Price | $0 | ||
Forfeited or expired, Average Grant Price | $11.47 | ||
Outstanding, Remaining Contractual Period | 3 years 4 months 24 days | 3 years 0 months 29 days | |
Granted, Remaining Contractual Period | 4 years 3 months 22 days | ||
Outstanding, Aggregate Intrinsic Value | 4,000 | 148,000 | 4,000 |
Granted, Aggregate Intrinsic Value | 0 | ||
Exercisable, Shares | 437,356 | 437,356 | |
Exercisable, Average Grant Price | $6.32 | 6.32 | |
Exercised, Remaining Contractual Period | 1 year 9 months 26 days | ||
Exercisable, Aggregate Intrinsic Value | 0 | 0 | |
Vested and expected to vest, Shares | 1,456,345 | 1,456,345 | |
Vested and expected to vest, Average Grant Price | $5.12 | 5.12 | |
Vested and expected to vest, Remaining Contractual Period | 3 years 3 months 26 days | ||
Vested and expected to vest, Aggregate Intrinsic Value | 3,000 | 3,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 581,709 | ||
Vested, Shares | 0 | ||
Nonvested at end of the year, Shares | 711,003 | 581,709 | 711,003 |
Nonvested, Weighted-Average Grant Date Fair Value | $2.81 | $4.81 | 2.81 |
Granted, Weighted-Average Grant Date Fair Value | $3.76 | ||
Vested, Weighted-Average Grant Date Fair Value | $7.83 | $6.74 | |
Forfeited, Weighted-Average Grant Date Fair Value | $5.22 | ||
Aggregate fair value of SARs vested | 1,700,000 | 1,100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 5 months 23 days | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock or Unit Option Plan Expense | 98,000 | 0 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Exercised, Shares | -208,345 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 544,573 | ||
Granted, Shares | 925,410 | ||
Vested, Shares | -208,345 | ||
Forfeited, Shares | -6,073 | ||
Nonvested at end of the year, Shares | 1,255,565 | 544,573 | 1,255,565 |
Nonvested, Weighted-Average Grant Date Fair Value | $1.72 | $2.20 | 1.72 |
Granted, Weighted-Average Grant Date Fair Value | $1.56 | ||
Vested, Weighted-Average Grant Date Fair Value | $2.27 | $2.47 | |
Forfeited, Weighted-Average Grant Date Fair Value | $1.97 | ||
Aggregate fair value of SARs vested | $500,000 | $400,000 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Exercised, Average Grant Price | $5.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, Weighted-Average Grant Date Fair Value | $1.56 | $1.97 | |
Chief Financial Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Other | 117,187 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Fair Value Assumptions, Expected Term | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock and Units) (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 581,709 | ||
Granted, Shares | 402,648 | ||
Vested, Shares | -213,295 | ||
Forfeited, Shares | -60,059 | ||
Nonvested at end of the year, Shares | 711,003 | 581,709 | 711,003 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Weighted-Average Grant Date Fair Value | $4.81 | ||
Granted, Weighted-Average Grant Date Fair Value | $3.76 | ||
Vested, Weighted-Average Grant Date Fair Value | ($7.83) | ($6.74) | |
Forfeited, Weighted-Average Grant Date Fair Value | $5.22 | ||
Nonvested at end of the year, Weighted-Average Grant Date Fair Value | $2.81 | $4.81 | $2.81 |
Nonvested, Average Remaining Vesting Period | 1 year 8 months 12 days | 1 year 5 months 9 days | |
Granted, Average Remaining Vesting Period | 2 years 5 months 23 days | ||
Nonvested at beginning of the period, Aggregate Intrinsic Value | $2,660,000 | ||
Granted, Aggregate Instrinsic Value | $721,000 | ||
Aggregate fair value of restricted stock and restricted stock units vested | 1,700,000 | 1,100,000 | |
Chief Financial Officer [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Value, New Issues | 75,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted, Shares | 41,899 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, Average Remaining Vesting Period | 3 years | ||
Granted, Aggregate Instrinsic Value | $75,000 |
Significant_Customers_Details
Significant Customers (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenue, Major Customer [Line Items] | ||
Revenue | $119,935 | $146,534 |
Entity-Wide Revenue, Major Customer, Percentage | 69.70% | 67.40% |
Entity-Wide Receivables, Major Customer, Percentage | 51.50% | 86.00% |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Receivables from Customers | 7,341 | 9,153 |
Revenue | 57,039 | 70,827 |
Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $26,825 | $27,976 |
Minimum [Member] | ||
Revenue, Major Customer [Line Items] | ||
Entity-Wide Revenue, Major Customer, Percentage | 10.00% |
Facilities_Realignment_Details
Facilities Realignment (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2010 | Jun. 30, 2010 | Sep. 30, 2009 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2012 | Sep. 30, 2011 | |
sqft | sqft | sqft | sqft | |||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | $1,000,000 | |||||||||||
Asset Impairment Charges | 600,000 | 2,086,000 | 0 | |||||||||
Net Rentable Area | 9,000 | 9,000 | 6,700 | 47,000 | ||||||||
Restructuring Reserve, Current | 517,000 | 517,000 | 565,000 | 565,000 | ||||||||
Facilities realignment accrual | 43,000 | 43,000 | 560,000 | 560,000 | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 1,962,000 | 3,279,000 | ||||||||||
Accretion Expense | 142,000 | 142,000 | ||||||||||
Accretion Expense, Including Asset Retirement Obligations | 139,000 | 142,000 | ||||||||||
Restructuring Reserve, Accrual Adjustment | -16,000 | 0 | ||||||||||
Payments for Restructuring | -1,321,000 | -1,459,000 | ||||||||||
Restructuring Reserve, Balance at end of the period | 767,000 | 767,000 | 1,962,000 | 1,962,000 | ||||||||
Sales Services [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | 1,400,000 | 600,000 | 800,000 | 3,900,000 | ||||||||
Asset Impairment Charges | 400,000 | 1,500,000 | ||||||||||
Operating Leases, Rent Expense, Sublease Rentals | 2,200,000 | |||||||||||
Commercial Services [Member] | ||||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 1,125,000 | 2,027,000 | ||||||||||
Accretion Expense | 112,000 | 112,000 | ||||||||||
Restructuring Reserve, Accrual Adjustment | 0 | 0 | ||||||||||
Payments for Restructuring | -677,000 | -1,014,000 | ||||||||||
Restructuring Reserve, Balance at end of the period | 560,000 | 560,000 | 1,125,000 | 1,125,000 | ||||||||
Marketing Services [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | 600,000 | |||||||||||
Asset Impairment Charges | 600,000 | 100,000 | ||||||||||
Segment, Discontinued Operations [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | 1,400,000 | 400,000 | 300,000 | |||||||||
Asset Impairment Charges | 700,000 | 600,000 | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 837,000 | 1,252,000 | ||||||||||
Accretion Expense | 30,000 | 30,000 | ||||||||||
Restructuring Reserve, Accrual Adjustment | -16,000 | 0 | ||||||||||
Payments for Restructuring | -644,000 | -445,000 | ||||||||||
Restructuring Reserve, Balance at end of the period | 207,000 | 207,000 | 837,000 | 837,000 | ||||||||
Consolidated Entities [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring Reserve, Current | 633,000 | 633,000 | 1,204,000 | 1,204,000 | ||||||||
Facilities realignment accrual | 134,000 | 134,000 | 758,000 | 758,000 | ||||||||
NEW JERSEY | Sales Services [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Operating Leases, Rent Expense, Sublease Rentals | 2,300,000 | |||||||||||
ILLINOIS | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Operating Leases, Rent Expense, Sublease Rentals | $300,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current Federal Tax Expense (Benefit) | $0 | $0 | |
Current State and Local Tax Expense (Benefit) | 297,000 | 180,000 | |
Current Income Tax Expense (Benefit) | 297,000 | 180,000 | |
Deferred Federal Income Tax Expense (Benefit) | -4,686,000 | 0 | |
Deferred State and Local Income Tax Expense (Benefit) | -349,000 | 0 | |
Deferred Income Tax Expense (Benefit) | -5,035,000 | 0 | |
Income Tax Expense (Benefit) | 4,738,000 | -180,000 | |
Deferred Tax Liabilities, Gross, Classification [Abstract] | |||
Allowances and reserves | 4,769,000 | 1,217,000 | |
Compensation | 3,637,000 | 4,010,000 | |
Valuation allowance on deferred tax assets | -7,046,000 | -5,227,000 | |
Deferred Tax Liabilities, Net, Current | 1,360,000 | 0 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 5,534,000 | 4,774,000 | |
Federal net operating loss carryforwards | 41,466,000 | 31,253,000 | |
Deferred Tax Assets, Tax Credit Carryforwards | 150,000 | 0 | |
State taxes | 1,124,000 | 1,124,000 | |
Self insurance and other reserves | 509,000 | 294,000 | |
Property, plant and equipment | 2,332,000 | 2,196,000 | |
Intangible assets | -5,746,000 | 8,269,000 | |
Other reserves - restructuring | 181,000 | 391,000 | |
Deferred revenue | 5,000 | 6,000 | |
Valuation allowance on deferred tax assets | -48,080,000 | -48,307,000 | |
Deferred Tax Liabilities, Net, Noncurrent | -2,525,000 | 0 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | |
State income tax rate, net of Federal tax benefit | 0.80% | 0.30% | |
Meals and entertainment | -0.10% | -2.30% | |
Valuation allowance | 1.10% | -35.90% | |
Other non-deductible | -3.20% | -1.30% | |
Other taxes | 0.00% | 0.00% | |
Net change in Federal and state reserves | 0.00% | 0.00% | |
Effective tax rate | 33.50% | -4.20% | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance of unrecognized tax benefits | 1,117,000 | 1,117,000 | |
Additions for tax positions related to the current year | 0 | 0 | |
Additions for tax positions of prior years | 0 | 0 | |
Reductions for tax positions of prior years | 0 | 0 | |
Ending balance of unrecognized tax benefits | 1,117,000 | 1,117,000 | 1,117,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,100,000 | 1,117,000 | |
Income Tax Examination, Penalties and Interest Expense | 200,000 | ||
Income Tax Examination, Penalties and Interest Accrued | 2,200,000 | 2,000,000 | |
UNITED STATES | |||
Deferred Tax Liabilities, Gross, Classification [Abstract] | |||
Operating Loss Carryforwards | 118,500,000 | ||
State and Local Jurisdiction [Member] | |||
Deferred Tax Liabilities, Gross, Classification [Abstract] | |||
Operating Loss Carryforwards | 120,000,000 | ||
RedPath | |||
Income Tax Contingency [Line Items] | |||
Release of Valuation Allowance | 5,000,000 | ||
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current State and Local Tax Expense (Benefit) | 44,000 | ||
Income Tax Expense (Benefit) | $300,000 |
Historical_Basic_and_Diluted_N2
Historical Basic and Diluted Net Loss per Share (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ||
Basic weighted average number of common shares | 14,901,000 | 14,718,000 |
Potential dilutive effect of stock-based awards | 0 | 0 |
Diluted weighted average number of common shares | 14,901,000 | 14,718,000 |
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,403,924 | 1,420,252 |
Stock Options [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,000 | 42,500 |
Stock Appreciation Rights (SARs) [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,479,756 | 796,043 |
Restricted Stock Units (RSUs) [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 711,003 | 581,709 |
Performance Shares [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 188,165 | 0 |
Segment_Information_Details
Segment Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Revenue | $119,935 | $146,534 |
Operating loss | -13,470 | -1,437 |
Capital expenditures | 2,851 | 1,818 |
Depreciation and amortization expense | 1,842 | 1,190 |
Total assets | 115,906 | 69,064 |
Commercial Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 118,461 | 146,534 |
Operating loss | -3,168 | -980 |
Capital expenditures | 1,580 | 1,818 |
Depreciation and amortization expense | 1,001 | 1,190 |
Total assets | 34,807 | 67,562 |
Diagnostic Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,474 | 0 |
Operating loss | -10,302 | -457 |
Capital expenditures | 1,271 | 0 |
Depreciation and amortization expense | 841 | 0 |
Total assets | $81,099 | $1,502 |
Investment_in_NonControlled_En1
Investment in Non-Controlled Entity and Other Arrangements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Aug. 31, 2013 | |
Investments in Non-controlled entities [Abstract] | |||||||
Revenue Range - Maximum | $100,000,000 | ||||||
Revenue Range, Minimum | 50,000,000 | ||||||
Royalty Percentage - Maximum Range | 11.00% | ||||||
Cost Method Investments | 1,500,000 | 1,500,000 | 1,500,000 | ||||
Contingent consideration, liability | 26,542,000 | 26,542,000 | 500,000 | ||||
Royalty Percentage - Minimum range | 7.00% | ||||||
Loans Receivable, Net | 1,336,000 | 600,000 | 700,000 | ||||
Debt Instrument, Interest Rate Terms | 0.04 | ||||||
Asset Impairment Charges | $600,000 | $2,086,000 | $0 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Revenue, net | $3,214,000 | $4,309,000 |
Loss from discontinued operations, before income tax (1) | -6,666,000 | -2,884,000 |
Income tax expense | 5,000 | 5,000 |
Loss from discontinued operations, net of tax | -6,671,000 | -2,889,000 |
Loss on disposal of assets and liabilities | 1,200,000 | |
Write-off of assets | 700,000 | |
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 613,000 | 519,000 |
Other | 0 | 87,000 |
Disposal Group, Including Discontinued Operation, Assets, Current | 613,000 | 606,000 |
Property and equipment, net | 0 | 1,221,000 |
Goodwill | 1,295,000 | 2,523,000 |
Other | 150,000 | 307,000 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 1,445,000 | 4,051,000 |
Total assets | 2,058,000 | 4,657,000 |
Accounts payable | 69,000 | 150,000 |
Unearned contract revenue | 1,698,000 | 2,033,000 |
Accrued salary and bonus | 550,000 | 266,000 |
Other | 503,000 | 2,046,000 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 2,820,000 | 4,495,000 |
Other long-term liabilities | 329,000 | 817,000 |
Total liabilities | 3,149,000 | 5,312,000 |
Group DCA [Member] | ||
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 613,000 | 519,000 |
Other | 0 | 87,000 |
Disposal Group, Including Discontinued Operation, Assets, Current | 613,000 | |
Property and equipment, net | 0 | 1,221,000 |
Goodwill | 1,295,000 | 2,523,000 |
Other | 0 | 157,000 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 1,295,000 | 3,901,000 |
Total assets | 1,908,000 | 4,507,000 |
Accounts payable | 69,000 | 150,000 |
Unearned contract revenue | 1,698,000 | 2,033,000 |
Accrued salary and bonus | 550,000 | 266,000 |
Other | 78,000 | 1,641,000 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 2,395,000 | 4,090,000 |
Other long-term liabilities | 0 | 198,000 |
Total liabilities | 2,395,000 | 4,288,000 |
Other Discontinued Operations [Member] | ||
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 0 | 0 |
Other | 0 | 0 |
Property and equipment, net | 0 | 0 |
Goodwill | 0 | 0 |
Other | 150,000 | 150,000 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 150,000 | 150,000 |
Total assets | 150,000 | 150,000 |
Accounts payable | 0 | 0 |
Unearned contract revenue | 0 | 0 |
Accrued salary and bonus | 0 | 0 |
Other | 425,000 | 405,000 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 425,000 | 405,000 |
Other long-term liabilities | 329,000 | 619,000 |
Total liabilities | $754,000 | $1,024,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 32.00% | ||
Related Party Transaction, Expenses from Transactions with Related Party | $75,000 | $12,500 | $150,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 31, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | |
installment | |||
Debt Instrument [Line Items] | |||
Legal Fees | $300,000 | ||
Notes Payable, Other Payables | |||
Debt Instrument [Line Items] | |||
Subordinated note payable | 11,000,000 | ||
Long-term debt | 7,500,000 | ||
RedPath Integrated Pathology, Inc | Notes Payable, Other Payables | |||
Debt Instrument [Line Items] | |||
Face amount | 11,000,000 | 11,000,000 | |
Stated interest rate | 5.00% | 5.00% | |
Subordinated note payable | 7,396,000 | ||
Interest Expense | 100,000 | ||
Long-term debt | 7,300,000 | ||
Number of equal consecutive quarterly installments | 8 | 8 | |
RedPath Integrated Pathology, Inc | Loans | |||
Debt Instrument [Line Items] | |||
Face amount | 20,000,000 | 20,000,000 | |
Stated interest rate | 1.00% | 1.00% | |
Margin on interest rate | 12.50% | ||
Interest rate, increase in case of default | 3.00% | ||
Proceeds from issuance of debt | 19,600,000 | ||
Debt issuance cost | 100,000 | ||
Interest Expense | 100,000 | ||
Long-term debt | 19,700,000 | ||
Loan Processing Fee | 300,000 | ||
Exit Fee | 800,000 | ||
Prepayment premium, base amount | 80,000,000 | ||
Maximum | RedPath Integrated Pathology, Inc | |||
Debt Instrument [Line Items] | |||
Maximum quarterly principal payment | $250,000 | ||
Molecular Diagnostics | Maximum | RedPath Integrated Pathology, Inc | |||
Debt Instrument [Line Items] | |||
Quarterly revenue based payments, percent of net sales | 1.25 | ||
On or After October 31, 2015 | RedPath Integrated Pathology, Inc | Loans | |||
Debt Instrument [Line Items] | |||
Prepayment fee percent | 6.00% | ||
Between October 31, 2016 and October 31, 2017 | RedPath Integrated Pathology, Inc | Loans | |||
Debt Instrument [Line Items] | |||
Prepayment fee percent | 5.00% | ||
Prepayment premium | 1.25% | ||
Between October 31, 2007 and October 31, 2008 | RedPath Integrated Pathology, Inc | Loans | |||
Debt Instrument [Line Items] | |||
Prepayment fee percent | 2.00% |
LongTerm_Debt_Future_Principal
Long-Term Debt Future Principal Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
2015 | $0 |
2016 | 1,375 |
2017 | 6,659 |
2018 | 9,125 |
2019 | 6,375 |
Subordinated note | |
Debt Instrument [Line Items] | |
2015 | 0 |
2016 | 1,375 |
2017 | 4,125 |
2018 | 4,125 |
2019 | 1,375 |
Loan | |
Debt Instrument [Line Items] | |
2015 | 0 |
2016 | 0 |
2017 | 2,534 |
2018 | 5,000 |
2019 | $5,000 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | ||
Allowance for Doubtful Accounts [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Valuation Allowances and Reserves, Balance at Beginning of Period | $9 | ||||
Additions Charged to Operations | 0 | 9 | |||
Deductions, Other | -9 | ||||
Valuation Allowances and Reserves, Balance at end of Period | 0 | 9 | |||
Allowance for Notes Receivable [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Valuation Allowances and Reserves, Balance at Beginning of Period | 1,040 | 1,040 | |||
Additions Charged to Operations | 586 | 0 | |||
Valuation Allowances and Reserves, Balance at end of Period | 1,626 | 1,040 | 1,040 | ||
Valuation Allowance, Other Tax Carryforward [Member] | |||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||
Valuation Allowances and Reserves, Balance at Beginning of Period | 53,534 | 51,552 | |||
Additions Charged to Operations | -4,991 | ||||
Deductions, Other | 6,583 | [1] | 1,982 | [1] | |
Valuation Allowances and Reserves, Balance at end of Period | $55,126 | $53,534 | $51,552 | ||
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Uncategorized_Items
Uncategorized Items | 12/31/14 |
USD ($) | |
[us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedIntrinsicValue] | 1,273,000 |