Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PDI INC | |
Entity Central Index Key | 1,054,102 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 16,724,037 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 8,955 | $ 23,111 |
Short-term investments | 108 | 107 |
Accounts receivable, net | 12,308 | 8,505 |
Unbilled costs and accrued profits on contracts in progress | 5,216 | 5,918 |
Other current assets | 5,512 | 7,225 |
Total current assets | 32,099 | 44,866 |
Property and equipment, net | 2,818 | 3,184 |
Goodwill | 15,666 | 15,545 |
Finite-Lived Intangible Assets, Net | 44,478 | 47,304 |
Other long-term assets | 4,226 | 5,007 |
Total assets | 99,287 | 115,906 |
Current liabilities: | ||
Accounts payable | 4,508 | 4,308 |
Unearned contract revenue | 5,112 | 6,752 |
Accrued salary and bonus | 9,851 | 7,696 |
Other accrued expenses | 12,055 | 14,822 |
Total current liabilities | 31,526 | 33,578 |
Business Combination, Contingent Consideration, Liability, Noncurrent | 25,909 | 25,909 |
Long-term Debt, Excluding Current Maturities | 27,911 | 27,154 |
Long-term liabilities | 8,080 | 9,143 |
Total liabilities | $ 93,426 | $ 95,784 |
Commitments and contingencies (Note 7) | ||
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; 17,441,262 and 16,558,140 shares issued, respectively; 16,720,037 and 15,361,133 shares outstanding, respectively | 174 | 165 |
Additional paid-in capital | 129,569 | 134,171 |
Accumulated deficit | (115,637) | (99,896) |
Accumulated other comprehensive income | 16 | 16 |
Treasury stock, at cost (721,225 and 1,197,007 shares, respectively) | (8,261) | (14,334) |
Total stockholders' equity | 5,861 | 20,122 |
Total liabilities and stockholders' equity | $ 99,287 | $ 115,906 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value | $ 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 |
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 17,441,262 | 16,558,140 |
Common Stock, Shares, Outstanding | 16,720,037 | 15,361,133 |
Treasury Stock, Shares | 721,225 | 1,197,007 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Total cost of revenue | $ 29,395 | $ 24,410 | $ 90,313 | $ 76,938 |
Revenues | 36,625 | 28,264 | 111,284 | 91,104 |
Gross profit | 7,230 | 3,854 | 20,971 | 14,166 |
Selling and Marketing Expense | 2,876 | 0 | 8,387 | 0 |
Research and development | 1,000 | 0 | 1,646 | 0 |
General and administrative | 6,371 | 6,930 | 20,936 | 18,719 |
Acquisition related amortization expense | 986 | 126 | 2,825 | 126 |
Total operating expenses | 11,233 | 7,056 | 33,794 | 18,845 |
Operating (loss) income | (4,003) | (3,202) | (12,823) | (4,679) |
Interest Expense | (969) | 0 | (2,807) | 0 |
Other expense, net | (27) | (20) | (76) | (50) |
(Loss) income from continuing operations before income tax | (4,999) | (3,222) | (15,706) | (4,729) |
Provision (benefit) for income tax | (180) | 64 | (430) | 194 |
(Loss) income from continuing operations | (4,819) | (3,286) | (15,276) | (4,923) |
(Loss) income from discontinued operations, net of tax | (76) | (1,050) | (465) | (3,682) |
Net (loss) income | (4,895) | (4,336) | (15,741) | (8,605) |
Unrealized holding gain on available-for-sale securities, net | 0 | 1 | 0 | 1 |
Other Comprehensive Income (Loss) | ||||
Comprehensive income (loss) | $ (4,895) | $ (4,335) | $ (15,741) | $ (8,604) |
Basic and diluted (loss) income per share of common stock from: | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.31) | $ (0.22) | $ (1) | $ (0.33) |
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share | 0 | (0.07) | (0.03) | (0.25) |
Net Income (loss) per basic and diluted share of common stock | $ (0.31) | $ (0.29) | $ (1.03) | $ (0.58) |
Weighted average number of common shares and common share equivalents outstanding: | ||||
Basic | 15,654 | 14,938 | 15,301 | 14,886 |
Diluted | 15,654 | 14,938 | 15,301 | 14,886 |
Commercial Services [Member] | ||||
Total cost of revenue | $ 27,596 | $ 24,248 | $ 85,089 | $ 76,401 |
Revenues | 34,119 | 28,217 | 104,408 | 91,057 |
Operating (loss) income | 916 | (973) | 2,379 | (656) |
Interpace Diagnostics [Member] [Member] | ||||
Total cost of revenue | 1,799 | 162 | 5,224 | 537 |
Revenues | 2,506 | 47 | 6,876 | 47 |
Operating (loss) income | $ (4,919) | $ (2,229) | $ (15,202) | $ (4,023) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash paid for interest | $ 2,153 | $ 0 |
Bad debt expense | 202 | 0 |
Gain on sale of discontinued operations | (217) | 0 |
Increase (Decrease) in Deferred Income Taxes | (634) | |
Interest accretion | 825 | 0 |
Cash Flows From Operating Activities | ||
Net income (loss) | (15,741) | (8,605) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,775 | 1,328 |
Realignment accrual accretion | 104 | 106 |
Stock-based compensation | 1,517 | 1,764 |
Other changes in assets and liabilities: | ||
Increase in accounts receivable | (4,257) | (981) |
Decrease in unbilled costs | 702 | 1,644 |
(Increase) decrease in other current assets | 1,084 | 1,752 |
Decrease in other long-term assets | 2,137 | (9) |
(Decrease) increase in accounts payable | 200 | 501 |
Increase (decrease) in unearned contract revenue | 396 | (1,768) |
Increase (decrease) in accrued salaries and bonus | 2,155 | (2,830) |
(Decrease) increase in other accrued expenses | (7,318) | 186 |
Increase (decrease) in long-term liabilities | 1,534 | (1,054) |
Net cash used in operating activities | (13,536) | (7,966) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (583) | (1,298) |
Payments to Acquire Productive Assets | (8,500) | |
Loan to privately held non-controlled entity | 0 | (655) |
Net cash used in investing activities | (583) | (10,453) |
Cash Flows From Financing Activities | ||
Payments for Repurchase of Common Stock | (37) | (215) |
Net cash used in financing activities | (37) | (215) |
Net increase (decrease) in cash and cash equivalents | (14,156) | (18,634) |
Cash and cash equivalents – beginning | 23,111 | 45,639 |
Cash and cash equivalents – ending | $ 8,955 | $ 27,005 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation [Text Block] | BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements and related notes (the interim financial statements) should be read in conjunction with the consolidated financial statements of PDI, Inc. and its subsidiaries (the Company or PDI) and related notes as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 , as filed with the U.S. Securities and Exchange Commission (SEC) on March 5, 2015. The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The interim financial statements include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the three- and nine-month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 best estimate of selling price in multiple element arrangements, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, acquisition accounting, 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. Reclassifications Certain operating expenses within general and administrative expense in the period ended September 30, 2014 have been reclassified to conform to the current period presentation. Sales and marketing expenses primarily include personnel and related costs for the promotion of the Company's diagnostic tests. Research and development expenses primarily include personnel and related costs for research and development related to new and existing tests. The Company did not incur these costs in the period ended September 30, 2014. Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three- and nine-month periods ended September 30, 2015 and 2014 is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic weighted average number of common shares 15,654 14,938 15,301 14,886 Dilutive effect of stock-based awards — — — — Diluted weighted average number of common shares 15,654 14,938 15,301 14,886 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 because they would have been anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Options — 25 — 25 Stock-settled stock appreciation rights (SARs) 1,028 1,270 1,028 1,270 Restricted stock/units 1,745 620 1,745 620 Market contingent SARs 188 188 188 188 2,961 2,103 2,961 2,103 Goodwill and Other 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, consultations with an accredited independent valuation consultant, 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 thereby impacting the fair value of these assets, which could result in an impairment of the goodwill. The Company tests goodwill and indefinite lived intangible assets 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 expected future cash flows; a sustained, significant decline in 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 and our consolidated financial results. At September 30, 2015 , no indicators of impairment were identified. 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 no allowance for doubtful accounts as of September 30, 2015 . Interpace Diagnostics segment: The Company’s services are fulfilled upon completion of its proprietary tests, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payor or hospital. The Company records accounts receivable related to billings for Medicare, Medicare Advantage, insurance companies and hospitals on an accrual basis, net of contractual adjustment, when a contract is in place, a reliable pattern of collectability exists and collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, insurance companies, or the amounts billed to hospitals. Proprietary tests billed to commercial insurance carriers or governmental programs 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, governmental agencies, or hospitals, no accounts receivable is recognized and revenue is recorded based on cash collections received. The Company records a provision for estimated losses based upon estimates and historical experience and periodically adjusts these provisions to reflect actual experience. There was approximately a $ 0.2 million allowance for doubtful accounts as of September 30, 2015 . |
Investments in Marketable Secur
Investments in Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Marketable Securities [Abstract] | |
Investments in Marketable Securities [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 expense, net in the condensed consolidated statements of comprehensive loss. Declines in value judged to be other-than-temporary on available-for-sale securities are recorded in other expense, net in the condensed 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 other expense, net in the condensed consolidated statement 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. As of September 30, 2015 and December 31, 2014 , the carrying value of available-for-sale securities was approximately $ 108,000 and $107,000 , respectively, and is included in short-term investments. Available-for-sale securities as of September 30, 2015 and December 31, 2014 consisted of approximately $60,000 and $59,000 , respectively, in mutual funds and approximately $48,000 in money market accounts for both periods. 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. These investments are categorized as held-to-maturity since the Company’s management has the ability and intent to hold these securities to maturity. The Company’s held-to-maturity investments are carried at amortized cost which approximates fair value and are maintained in separate accounts to support the Company’s letters of credit. The Company had standby letters of credit of approximately $ 1.1 million as of September 30, 2015 and $1.4 million as of December 31, 2014 , as collateral for its existing insurance policies and facility leases. At September 30, 2015 and December 31, 2014 , held-to-maturity investments included the following: Maturing Maturing September 30, within 1 year after 1 year through 3 years December 31, within 1 year after 1 year through 3 years Cash/money accounts $ 105 $ 105 $ — $ 204 $ 204 $ — US Treasury securities 1,227 110 1,117 1,070 105 965 Government agency securities 257 126 131 317 225 92 Total $ 1,589 $ 341 $ 1,248 $ 1,591 $ 534 $ 1,057 At September 30, 2015 and December 31, 2014 , held-to-maturity investments were recorded in the following accounts: September 30, December 31, Other current assets $ 341 $ 534 Other long-term assets 1,248 1,057 Total $ 1,589 $ 1,591 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets [Text Block] | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill recorded as of September 30, 2015 was $15.7 million , and at December 31, 2014, it was $ 15.5 million , all of which is attributable to the 2014 acquisition of RedPath Integrated Pathology, Inc. (RedPath). The increase in goodwill for the nine months ended September 30, 2015 reflects the final working capital adjustment related to the RedPath acquisition. A rollforward of the carrying value of goodwill from January 1, 2015 to September 30, 2015 is as follows: 2015 January 1, Additions Adjustments Impairments September 30, RedPath $ 15,545 — 121 — $ 15,666 Other Intangible Assets The net carrying value of the identifiable intangible assets as of September 30, 2015 is as follows: As of September 30, 2015 Life Carrying (Years) Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 Pancreas 7 2,882 Biobank 4 1,575 RedPath acquisition: Pancreas test 7 16,141 Barrett's test 9 18,351 Total $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 Accumulated Amortization $ (3,599 ) Net Carrying Value $ 44,478 Amortization expense was $1.0 million and $2.8 million for the three- and nine-month periods ended September 30, 2015 , respectively. There was $0.1 million in amortization expense for the three- and nine-month periods ended September 30, 2014 . Amortization of our diagnostic assets begin upon launch of the product. Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2015 2016 2017 2018 2019 $3,803 $6,328 $6,097 $5,949 $5,703 |
Facilities Realignment
Facilities Realignment | 9 Months Ended |
Sep. 30, 2015 | |
FACILITIES REALIGNMENT [Abstract] | |
Facilities Realignment [Text Block] | FACILITIES REALIGNMENT The following table presents a rollforward of the Company’s restructuring reserve from December 31, 2014 to September 30, 2015 , of which approximately $ 0.3 million is included in other accrued expenses and approximately $ 16,000 is included in long-term liabilities as of September 30, 2015 . The Company recognizes accretion expense in Other expense, net in the Condensed Consolidated Statements of Comprehensive Loss. Commercial Services Discontinued Operations Total Balance as of December 31, 2014 $ 560 $ 207 $ 767 Accretion 84 20 104 Adjustments — — — Payments (472 ) (110 ) (582 ) Balance as of September 30, 2015 $ 172 $ 117 $ 289 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements [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 incorporate certain assumptions and projections 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 September 30, 2015 Fair Value Measurements Carrying Fair As of September 30, 2015 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 5,179 $ 5,179 $ 5,179 $ — $ — Money Market Funds 3,776 3,776 3,776 — — Total $ 8,955 $ 8,955 $ 8,955 $ — $ — Marketable securities: Money Market Funds $ 48 $ 48 $ 48 $ — $ — Mutual Funds 60 60 60 — — U.S. Treasury securities 1,227 1,227 1,227 — — Government agency securities 257 257 257 — — Total $ 1,592 $ 1,592 $ 1,592 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,476 $ 4,476 $ — $ — $ 4,476 RedPath 22,066 22,066 — — 22,066 $ 26,542 $ 26,542 $ — $ — $ 26,542 The fair value of cash and cash equivalents and marketable securities is valued using market prices in active markets (level 1). As of September 30, 2015 , 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 assets from Asuragen and the 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 September 30, 2015. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | COMMITMENTS AND CONTINGENCIES Letters of Credit As of September 30, 2015 , the Company had outstanding letters of credit of $ 1.1 million as required by its existing insurance policies and facility leases. These letters of credit are supported by investments in held-to-maturity securities. See Note 4, Investments in Marketable Securities, for additional detail regarding investments in marketable securities. Contingency In connection with the acquisition of RedPath on October 31, 2014, the Company and its wholly-owned subsidiary, Interpace Diagnostics, LLC (Interpace) entered into a Contingent Consideration Agreement with RedPath Equityholder Representative, LLC (the Equityholder Representative). Pursuant to the Contingent Consideration Agreement, the Company agreed to issue to the equityholders of RedPath 500,000 shares (the 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. The pending issuance of Common Stock was recorded as Additional paid-in capital in the Company's consolidated balance sheet as of December 31, 2014. On April 13, 2015, this milestone was reached upon acceptance for publication of new data supporting the use of BarreGen™ for predicting risk of progression from Barrett’s esophagus to esophageal cancer. On June 16, 2015, the 500,000 shares were issued from Treasury stock decreasing the balance in treasury stock by approximately $6.1 million , with a corresponding decrease in Additional paid-in capital of $6.1 million . Litigation Due to the nature of the businesses in which the Company is engaged, such as product detailing and in commercialization of diagnostic tests, 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 commercializes. 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. 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 September 30, 2015 , 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 (the Settlement Agreement) entered into by the former owners of RedPath with the U.S. Department of Justice (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 under the Settlement Agreement. 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. During the nine-month period ended September 30, 2015 , the Company paid $ 0.3 million and has $ 2.8 million recorded as its best estimate of the amount that remains 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 $ 2.3 million is included in other long-term liabilities . Prolias Technologies, Inc. v. PDI, Inc. On April 8, 2015, Prolias Technologies, Inc. ("Prolias") filed a complaint (the "Complaint") against the Company with the Superior Court of New Jersey (Morris County) in a matter entitled Prolias Technologies, Inc. v. PDI, Inc. (Docket No. MRS-L-899-15) (the "Prolias Litigation"). In the Complaint, Prolias alleges that it and the Company entered into an August 19, 2013 Collaboration Agreement and a First Amendment thereto (collectively the "Agreement"), whereby Prolias and the Company agreed to work in good faith to commercialize a diagnostic test known as "Thymira." Thymira is a minimally invasive diagnostic test that is being developed to detect thyroid cancer. Prolias alleges in the Complaint that the Company wrongfully terminated the Agreement, breached obligations owed to it under the Agreement and committed torts by (i) failing to effectively and timely validate Thymira, (ii) purchasing a competitor of Prolias and working to commercialize the competitive product at the expense of Thymira, and (iii) interfering with a license agreement that Prolias had with Cornell University related to a license for Thymira. Prolias asserts claims against the Company for breach of contract, breach of the covenant of good faith and fair dealing, intentional interference with contract and breach of fiduciary duty and seeks to recover unspecified compensatory damages, punitive damages, interest and costs of suit. On June 3, 2015, the Company filed an Answer and Counterclaim in response to the Complaint. In the Answer, the Company denied liability for the claims being asserted in the Complaint. In the Counterclaim, the Company asserted claims against Prolias for breaches of the Agreement and for a declaratory judgment. The Company seeks damages from Prolias in excess of $ 500,000 plus interest and attorney’s fees and costs, together with a declaration compelling Prolias to execute and deliver to the Company a promissory note in the amount of One Million Five Hundred Thousand Dollars ($ 1,500,000.00 ) to evidence Prolias’ obligation to repay the Company for amounts that were advanced. The Court has established a case management schedule that requires the parties to complete all written discovery and fact witness depositions by January 29, 2016. The Company denies that it is liable to Prolias for any of the claims asserted in the Complaint and it intends to vigorously defend itself against those claims and pursue all claims asserted in the Counterclaim. |
Accrued Expenses and Long-Term
Accrued Expenses and Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Long-Term Liabilities [Text Block] | ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Accrued pass-through costs $ 2,410 $ 1,043 Facilities realignment accrual 273 517 Self-insurance accruals 611 463 Indemnification liability 875 875 Contingent consideration 633 633 Acquisition-related costs — 1,225 Liabilities held-for-sale — 2,820 Rent payable 402 348 DOJ settlement 500 500 Accrued interest 338 465 All others 6,013 5,933 $ 12,055 $ 14,822 Long-term liabilities consisted of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Rent payable $ 164 $ 209 Uncertain tax positions 3,392 3,267 Deferred tax liability 1,892 2,525 DOJ settlement (indemnified by RedPath) 2,250 2,500 Liabilities held-for-sale — 329 Other 382 313 $ 8,080 $ 9,143 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation [Text Block] | STOCK-BASED COMPENSATION In February 2015, under the terms of the stockholder-approved PDI, Inc. 2 nd Amended and Restated 2004 Stock Award Incentive Plan (the 2004 Plan), the Compensation and Management Development Committee of the Board of Directors of the Company (the Compensation Committee) approved grants of restricted stock to certain executive officers and members of senior management of the Company. The full Board of Directors approved the portion of these grants made to the Company’s Chief Executive Officer. As part of the Company's 2014 long-term incentive plan, these grants aggregated 444,364 shares of restricted stock issued with a weighted average grant date fair value of $ 1.73 per share. The grant date fair values of SARs awards are determined using a Black-Scholes pricing model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience. The following table provides the weighted average assumptions used in determining the fair value of the non-market based SARs awards granted during the nine-month periods ended September 30, 2015 and September 30, 2014: Nine Months Ended September 30, 2015 2014 Risk-free interest rate 1.02% 0.71% Expected life 3.5 years 3.5 years Expected volatility 54.47% 47.94% Dividend yield —% —% 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 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 Company recognized $0.5 million and $0.4 million of stock-based compensation expense during each of the three-month periods ended September 30, 2015 and 2014 , and $1.5 million and $1.8 million for the nine-month periods ended September 30, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | INCOME TAXES Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when it provides a better estimate of income tax expense. Due to the Company's valuation allowance position, it is the Company's position that the discrete method provides a more accurate estimate of income tax expense and therefore income tax expense for the current quarter has been presented using the discrete method. As the year progresses, the Company refines its estimate based on the facts and circumstances by each tax jurisdiction. The following table summarizes income tax (benefit) expense on loss from continuing operations and the effective tax rate for the three- and nine-month periods ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (Benefit) provision for income tax $ (180 ) $ 64 $ (430 ) $ 194 Effective income tax rate 3.6 % (2.0 )% 2.7 % (4.1 )% |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information [Text Block] | SEGMENT INFORMATION The accounting policies of the segments are described in Note 1 of the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2014 . Corporate charges are allocated to each of the reporting segments on the basis of total salary expense. Corporate charges include corporate headquarters costs and certain depreciation expenses. Certain corporate capital expenditures have not been allocated from the Commercial Services segment to the other reporting segments since it is impracticable to do so. Commercial Services Interpace Diagnostics Consolidated Three months ended September 30, 2015: Revenue, net $ 34,119 $ 2,506 $ 36,625 Operating income (loss) $ 916 $ (4,919 ) $ (4,003 ) Capital expenditures $ 30 $ 11 $ 41 Depreciation and amortization expense $ 221 $ 1,069 $ 1,290 Three months ended September 30, 2014: Revenue, net $ 28,217 $ 47 $ 28,264 Operating income (loss) $ (973 ) $ (2,229 ) $ (3,202 ) Capital expenditures $ 350 $ 87 $ 437 Depreciation and amortization expense $ 250 $ 132 $ 382 Nine months ended September 30, 2015: Revenue, net $ 104,408 $ 6,876 $ 111,284 Operating income (loss) $ 2,379 $ (15,202 ) $ (12,823 ) Capital expenditures $ 36 $ 547 $ 583 Depreciation and amortization expense $ 715 $ 3,060 $ 3,775 Nine months ended September 30, 2014: Revenue, net $ 91,057 $ 47 $ 91,104 Operating income (loss) $ (656 ) $ (4,023 ) $ (4,679 ) Capital expenditures $ 1,203 $ 87 $ 1,290 Depreciation and amortization expense $ 752 $ 135 $ 887 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations [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 February 27, 2015, the Company entered into an agreement (the Haymarket Agreement) to sell certain assets and liabilities of Group DCA to Haymarket Media, Inc. (Haymarket) in exchange for future services and potential future royalty payments. The assets transferred under the Haymarket Agreement are customer facing contracts and agreements, and the related supporting records. The liabilities transferred are obligations to complete services under the aforementioned contracts and agreements. In exchange, the Company will receive: 1. services performed by Haymarket, valued at approximately $ 0.8 million ; and 2. a 15% royalty on contracts signed over the period from March 1, 2015 through February 28, 2018 relating to the clients, contracts and opportunities transferred to Haymarket under the agreement, valued at $ 0.1 million . As of December 31, 2014, the Company incurred a non-cash charge of approximately $ 1.9 million . This non-cash charge included the write-down of goodwill and the accounts receivable of Group DCA, which is partially offset by the value of services performed by Haymarket and the fair value of future royalties, and the write-off of assets of $ 0.7 million . During the quarter ended March 31, 2015, the Company closed the transaction with Haymarket, reviewed its previous assumptions and recorded a non-cash adjustment of $ 0.2 million . The operations and related exit costs of Group DCA are shown as discontinued operations in all periods presented. 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 three- and nine-month periods ended September 30, 2015 and 2014. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue, net $ — $ 981 $ 260 $ 2,581 Loss from discontinued operations, before income tax (75 ) (1,049 ) (461 ) (3,678 ) Provision for income tax 1 1 4 4 Loss from discontinued operations, net of tax $ (76 ) $ (1,050 ) $ (465 ) $ (3,682 ) The major classes of assets and liabilities included in the Condensed Consolidated Balance Sheets for Group DCA, TVG, and Pharmakon as of September 30, 2015 and December 31, 2014 are as follows: September 30, December 31, Current assets $ — $ 613 Non-current assets 455 1,445 Total assets $ 455 $ 2,058 Current liabilities $ 789 $ 2,820 Non-current liabilities 93 329 Total liabilities $ 882 $ 3,149 |
Investment in Non-Controlled En
Investment in Non-Controlled Entity and Other Arrangements (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [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 Prolias 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 had 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 Prolias. The Company also had the option to contribute an additional $0.5 million for mutually agreed upon activities in furtherance of collaboration efforts. If PDI purchased the outstanding common stock of Prolias, in addition to the option price based on the achievement of milestones, beginning in 2015, PDI would have paid a royalty of 7.0% on annual net revenue up to $50.0 million with escalating royalty percentages for higher annual net revenue capped at 11.0% for annual net revenue in excess of $100.0 million . 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 . Through June 30, 2014, the Company loaned Prolias approximately $0.7 million bearing a 4.0% interest rate. As of December 31, 2014, the loan balance was $0.6 million . 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 . On March 30, 2015, the Company terminated the collaboration agreement between the parties. 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 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 General and administrative expenses in the Consolidated Statement of Comprehensive Loss, depending upon the underlying nature of the expenses incurred. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt [Text Block] | 15. LONG-TERM DEBT On October 31, 2014, the Company and Interpace, entered into an agreement to acquire RedPath (the Transaction). In connection with the Transaction, the Company entered into a subordinated note with former RedPath Equityholders, dated October 31, 2014 (the Note). The Note is $11.0 million , interest-free and will be paid in eight equal consecutive quarterly installments beginning October 1, 2016. In the second quarter of 2015, the final working capital adjustment was made, reducing the balance of the note to approximately $10.7 million . 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 three and nine months ended September 30, 2015 the Company accreted approximately $0.2 million and $0.6 million , respectively, using the effective interest method. During the year ended December 31, 2014, the Company accreted $0.1 million into interest expense. As of September 30, 2015 , the balance of the Note is approximately $8.2 million and the unamortized discount is $2.5 million . In addition, the Company entered into the Credit Agreement with SWK Funding LLC (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 1.25 % 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 three and nine-months ended September 30, 2015 , the Company accreted approximately $0.1 million and $0.2 million into interest expense and recorded the liability within Long-term debt, net of debt discount in the condensed consolidated balance sheet. If the Company prepays the Loan, other than under mandatory conditions, 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, if the Company voluntarily prepays the loan, the Company is obligated to 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 with sales proceeds exceeding $1.0 million . As of September 30, 2015 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 September 30, 2015 , the Company is in compliance with these covenants. Pursuant to a Guarantee and Collateral Agreement, dated October 31, 2014, by the Company and certain of its subsidiaries, Group DCA, LLC, Interpace Biopharma, LLC, Interpace, JS Genetics, Inc. and Interpace Diagnostics Corporation (f/k/a, RedPath Acquisition Sub, Inc.) (Subsidiaries), in favor of lenders, 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 and the Company and its Subsidiaries granted a security interest in substantially all of their assets, including intellectual property, to secure their obligations to the Agent for the benefit of the lenders. Principal payments due related to the long-term debt over next five are as follows: 2015 2016 2017 2018 2019 Subordinated note $ — $ 1,334 $ 5,335 $ 4,001 $ — Loan — — 2,534 5,000 5,000 $ — $ 1,334 $ 7,869 $ 9,001 $ 5,000 In addition, the Company recorded approximately $0.3 million of legal costs in connection with the Credit Facility and capitalized them as deferred financing costs within Other long-term assets in the condensed consolidated balance sheet. These deferred financing costs are being amortized to interest expense using the effective interest method over the term of the Cred |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | 16. SUBSEQUENT EVENT Asset Sale On October 30, 2015, the Company entered into an Asset Purchase Agreement, or the Asset Purchase Agreement, with Publicis Touchpoint Solutions, Inc., an indirect wholly owned subsidiary of Publicis Groupe S.A., or the Buyer. Pursuant to the Asset Purchase Agreement, the Company will sell to the Buyer substantially all of the assets, the goodwill and ongoing business comprising the Commercial Services segment, and the Buyer will assume certain specified liabilities, upon the terms and subject to the conditions of the Asset Purchase Agreement (Asset Sale). At the closing of the Asset Sale, the Buyer will pay the Company (i) $25,780,895 in cash plus (ii) up to $7.1 million upon the occurrence of certain events specified in the Asset Purchase Agreement, which aggregate closing payment will be subject to a working capital adjustment as provided in the Asset Purchase Agreement. In addition, the Company is entitled to receive an additional payment based on an earn-out arrangement equal to one-third of all revenues generated by the Commercial Services segment under certain specified contracts and client relationships in 2016, less the amount paid to the Company at the closing of the Asset Sale. The Asset Sale and the Asset Purchase Agreement have been unanimously approved by the Company's Board of Directors. The Company is calling for and holding a meeting of its stockholders to authorize the Asset Sale. The Asset Purchase Agreement may be terminated under certain circumstances, including, but not limited to, by either party if the closing of the Asset Sale does not occur by January 31, 2016, and the Company may be required to pay a termination fee equal to 3.5% of the amount payable to the Company at the closing of the Asset Sale if the Asset Purchase Agreement is terminated under certain circumstances as set forth in the Asset Purchase Agreement. In connection with the entry into the Asset Purchase Agreement on October 30, 2015, certain of the Company's stockholders, including the Company's executive officers, entered into voting agreements with the Buyer pursuant to which, among other things, they agreed, subject to certain conditions, to vote certain shares of the Company's common stock owned beneficially or of record by them and representing approximately 46% in the aggregate of the Company's shares of common stock outstanding as of October 7, 2015, in favor of the authorization of the Asset Sale pursuant to the Asset Purchase Agreement at a special meeting of the stockholders. Following the Asset Sale, the Company will be focused on developing and commercializing molecular diagnostic tests. Sales Agreement On November 2, 2015, the Company entered into a Controlled Equit y Offering SM Sale s Agreement ( the Sales Agreement) with Cantor Fitzgerald & Co. (Cantor), pursuant to which the Company may offer and sell shares of its common s to c k, par value $0.01 per share (the Program S hares), having an aggregate offering price of up to $5,000,000 from time to time through Cantor as the Company's sales agent , subject to the limitations set forth in the Sales Agreement. Under the Sales Agreement, Cantor may sell the Program Shares by any method permitted by law deemed to be an “ at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including , but not limited to, sales made directly on The NASDAQ Global Market, on any other existing trading market for the Program Shares or to or through a market maker. Cantor has agreed in the Sales Agreement to use its commercially reasonable efforts to sell the Program Shares in accordance with the Company’s instructions (including any price, time or size limit or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the Program Shares under the Sales Agreement. The offering of the Program Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement. The Sales Agreement may be terminated by Cantor or the Company at any time upon ten days’ notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse chan g e with respect to the Company. The Company will pay Cantor a commission of 3.0% o f the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights. The Program Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, (File No. 333-207263), previously filed with SEC on October 2, 2015, as amended on October 7, 2015, and declared effective by the SEC on October 9, 2015. To date, we have issued 4,000 shares for net proceeds of $ 6,354 under the Sales Agreement. |
Liquidity (Notes)
Liquidity (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 3. LIQUIDITY AND MANAGEMENT'S PLANS The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2015, the Company had cash and cash equivalents of $9.0 million , accounts receivable of $12.3 million and unbilled costs and accrued profits on contracts in progress of $5.2 million . Historically, the Interpace Diagnostics' segment has collected approximately 56% of cumulative gross billings. For the nine months ended September 30, 2015, on a consolidated basis including the Company's outsourced product commercialization and promotion solutions business (the Commercial Services segment), the Company’s net loss was $15.7 million and cash used in operating activities was $13.5 million . As a result of the proposed sale of the Commercial Services segment, the Company will focus its resources and strategic initiatives on the Interpace Diagnostics segment. The Company's Interpace Diagnostics segment is still at an early stage of commercial development. As with many companies in a similar stage, sufficient capital is required before achieving profitability. The Company will require additional capital in 2016 to fund its operations. There is no guarantee that additional capital will be raised that is sufficient to fund the Company’s operations in 2016. In addition to continuing its strategic business plan on generating revenue, the Company intends to explore various other alternatives, including strategic partnerships, equity financing, a credit revolver utilizing Interpace Diagnostics accounts receivables, debt or other financing alternatives. Management can also take steps to reduce the Company’s future operating expenses as needed. However, the Company cannot provide any assurance that it will be able to raise additional capital as needed. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty should the Company be unable to raise additional needed capital. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Accounting Estimates [Policy Text Block] | Accounting Estimates |
Goodwill and Other Intangible Assets [Policy Text Block] | Goodwill and Other 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, consultations with an accredited independent valuation consultant, 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 thereby impacting the fair value of these assets, which could result in an impairment of the goodwill. The Company tests goodwill and indefinite lived intangible assets 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 expected future cash flows; a sustained, significant decline in 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 and our consolidated financial results. At September 30, 2015 , no indicators of impairment were identified. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, 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 no allowance for doubtful accounts as of September 30, 2015 . Interpace Diagnostics segment: The Company’s services are fulfilled upon completion of its proprietary tests, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payor or hospital. The Company records accounts receivable related to billings for Medicare, Medicare Advantage, insurance companies and hospitals on an accrual basis, net of contractual adjustment, when a contract is in place, a reliable pattern of collectability exists and collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, insurance companies, or the amounts billed to hospitals. Proprietary tests billed to commercial insurance carriers or governmental programs 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, governmental agencies, or hospitals, no accounts receivable is recognized and revenue is recorded based on cash collections received. The Company records a provision for estimated losses based upon estimates and historical experience and periodically adjusts these provisions to reflect actual experience. There was approximately a $ 0.2 million allowance for doubtful accounts as of September 30, 2015 . |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three- and nine-month periods ended September 30, 2015 and 2014 is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic weighted average number of common shares 15,654 14,938 15,301 14,886 Dilutive effect of stock-based awards — — — — Diluted weighted average number of common shares 15,654 14,938 15,301 14,886 |
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 because they would have been anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Options — 25 — 25 Stock-settled stock appreciation rights (SARs) 1,028 1,270 1,028 1,270 Restricted stock/units 1,745 620 1,745 620 Market contingent SARs 188 188 188 188 2,961 2,103 2,961 2,103 |
Investments in Marketable Sec24
Investments in Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Marketable Securities [Abstract] | |
Investments Classified by Contractual Maturity Date [Table Text Block] | At September 30, 2015 and December 31, 2014 , held-to-maturity investments included the following: Maturing Maturing September 30, within 1 year after 1 year through 3 years December 31, within 1 year after 1 year through 3 years Cash/money accounts $ 105 $ 105 $ — $ 204 $ 204 $ — US Treasury securities 1,227 110 1,117 1,070 105 965 Government agency securities 257 126 131 317 225 92 Total $ 1,589 $ 341 $ 1,248 $ 1,591 $ 534 $ 1,057 |
Held-to-maturity Securities [Table Text Block] | At September 30, 2015 and December 31, 2014 , held-to-maturity investments were recorded in the following accounts: September 30, December 31, Other current assets $ 341 $ 534 Other long-term assets 1,248 1,057 Total $ 1,589 $ 1,591 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The net carrying value of the identifiable intangible assets as of September 30, 2015 is as follows: As of September 30, 2015 Life Carrying (Years) Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 Pancreas 7 2,882 Biobank 4 1,575 RedPath acquisition: Pancreas test 7 16,141 Barrett's test 9 18,351 Total $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 Accumulated Amortization $ (3,599 ) Net Carrying Value $ 44,478 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2015 2016 2017 2018 2019 $3,803 $6,328 $6,097 $5,949 $5,703 |
Goodwill Schedule of Goodwill (
Goodwill Schedule of Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Goodwill [Abstract] | |
Schedule of Goodwill [Table Text Block] | A rollforward of the carrying value of goodwill from January 1, 2015 to September 30, 2015 is as follows: 2015 January 1, Additions Adjustments Impairments September 30, RedPath $ 15,545 — 121 — $ 15,666 |
Facilities Realignment (Tables)
Facilities Realignment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
FACILITIES REALIGNMENT [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table presents a rollforward of the Company’s restructuring reserve from December 31, 2014 to September 30, 2015 , of which approximately $ 0.3 million is included in other accrued expenses and approximately $ 16,000 is included in long-term liabilities as of September 30, 2015 . The Company recognizes accretion expense in Other expense, net in the Condensed Consolidated Statements of Comprehensive Loss. Commercial Services Discontinued Operations Total Balance as of December 31, 2014 $ 560 $ 207 $ 767 Accretion 84 20 104 Adjustments — — — Payments (472 ) (110 ) (582 ) Balance as of September 30, 2015 $ 172 $ 117 $ 289 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of September 30, 2015 Fair Value Measurements Carrying Fair As of September 30, 2015 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 5,179 $ 5,179 $ 5,179 $ — $ — Money Market Funds 3,776 3,776 3,776 — — Total $ 8,955 $ 8,955 $ 8,955 $ — $ — Marketable securities: Money Market Funds $ 48 $ 48 $ 48 $ — $ — Mutual Funds 60 60 60 — — U.S. Treasury securities 1,227 1,227 1,227 — — Government agency securities 257 257 257 — — Total $ 1,592 $ 1,592 $ 1,592 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,476 $ 4,476 $ — $ — $ 4,476 RedPath 22,066 22,066 — — 22,066 $ 26,542 $ 26,542 $ — $ — $ 26,542 |
Accrued Expenses and Long-Ter29
Accrued Expenses and Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Other accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Accrued pass-through costs $ 2,410 $ 1,043 Facilities realignment accrual 273 517 Self-insurance accruals 611 463 Indemnification liability 875 875 Contingent consideration 633 633 Acquisition-related costs — 1,225 Liabilities held-for-sale — 2,820 Rent payable 402 348 DOJ settlement 500 500 Accrued interest 338 465 All others 6,013 5,933 $ 12,055 $ 14,822 |
Long-term Liabilities [Table Text Block] | Long-term liabilities consisted of the following as of September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Rent payable $ 164 $ 209 Uncertain tax positions 3,392 3,267 Deferred tax liability 1,892 2,525 DOJ settlement (indemnified by RedPath) 2,250 2,500 Liabilities held-for-sale — 329 Other 382 313 $ 8,080 $ 9,143 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table provides the weighted average assumptions used in determining the fair value of the non-market based SARs awards granted during the nine-month periods ended September 30, 2015 and September 30, 2014: Nine Months Ended September 30, 2015 2014 Risk-free interest rate 1.02% 0.71% Expected life 3.5 years 3.5 years Expected volatility 54.47% 47.94% Dividend yield —% —% |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following table summarizes income tax (benefit) expense on loss from continuing operations and the effective tax rate for the three- and nine-month periods ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (Benefit) provision for income tax $ (180 ) $ 64 $ (430 ) $ 194 Effective income tax rate 3.6 % (2.0 )% 2.7 % (4.1 )% |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Commercial Services Interpace Diagnostics Consolidated Three months ended September 30, 2015: Revenue, net $ 34,119 $ 2,506 $ 36,625 Operating income (loss) $ 916 $ (4,919 ) $ (4,003 ) Capital expenditures $ 30 $ 11 $ 41 Depreciation and amortization expense $ 221 $ 1,069 $ 1,290 Three months ended September 30, 2014: Revenue, net $ 28,217 $ 47 $ 28,264 Operating income (loss) $ (973 ) $ (2,229 ) $ (3,202 ) Capital expenditures $ 350 $ 87 $ 437 Depreciation and amortization expense $ 250 $ 132 $ 382 Nine months ended September 30, 2015: Revenue, net $ 104,408 $ 6,876 $ 111,284 Operating income (loss) $ 2,379 $ (15,202 ) $ (12,823 ) Capital expenditures $ 36 $ 547 $ 583 Depreciation and amortization expense $ 715 $ 3,060 $ 3,775 Nine months ended September 30, 2014: Revenue, net $ 91,057 $ 47 $ 91,104 Operating income (loss) $ (656 ) $ (4,023 ) $ (4,679 ) Capital expenditures $ 1,203 $ 87 $ 1,290 Depreciation and amortization expense $ 752 $ 135 $ 887 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue, net $ — $ 981 $ 260 $ 2,581 Loss from discontinued operations, before income tax (75 ) (1,049 ) (461 ) (3,678 ) Provision for income tax 1 1 4 4 Loss from discontinued operations, net of tax $ (76 ) $ (1,050 ) $ (465 ) $ (3,682 ) September 30, December 31, Current assets $ — $ 613 Non-current assets 455 1,445 Total assets $ 455 $ 2,058 Current liabilities $ 789 $ 2,820 Non-current liabilities 93 329 Total liabilities $ 882 $ 3,149 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Principal payments due related to the long-term debt over next five are as follows: 2015 2016 2017 2018 2019 Subordinated note $ — $ 1,334 $ 5,335 $ 4,001 $ — Loan — — 2,534 5,000 5,000 $ — $ 1,334 $ 7,869 $ 9,001 $ 5,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Shares outstanding) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Basic weighted average number of common shares | 15,654 | 14,938 | 15,301 | 14,886 |
Dilutive effect of stock-based awards | 0 | 0 | 0 | 0 |
Diluted weighted average number of common shares | 15,654 | 14,938 | 15,301 | 14,886 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Anti-dilutive shares) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 0 | 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,961 | 2,103 | 2,961 | 2,103 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 25 | 0 | 25 |
Stock-settled stock appreciation rights (SARs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,028 | 1,270 | 1,028 | 1,270 |
Restricted stock/units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,745 | 620 | 1,745 | 620 |
Performance contingent SARs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 188 | 188 | 188 | 188 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies Allowance for doubtful accounts (Details) $ in Millions | Sep. 30, 2015USD ($) |
Receivables [Abstract] | |
Allowance for Doubtful Accounts Receivable | $ 0.2 |
Investments in Marketable Sec38
Investments in Marketable Securities (Held to Maturity Securities, by Maturity) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Available-for-sale Securities | $ 108,000 | $ 107,000 |
Letters of Credit Outstanding, Amount | 1,100,000 | 1,400,000 |
Held-to-maturity Securities, Current | 341,000 | 534,000 |
Held-to-maturity Securities, Noncurrent | 1,248,000 | 1,057,000 |
Held-to-maturity Securities, Total | 1,589,000 | 1,591,000 |
Mutual Funds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Available-for-sale Securities | 60,000 | 59,000 |
Cash/Money Market Accounts [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Available-for-sale Securities | 48,000 | 48,000 |
Held-to-maturity Securities, Current | 105,000 | 204,000 |
Held-to-maturity Securities, Noncurrent | 0 | 0 |
Held-to-maturity Securities, Total | 105,000 | 204,000 |
US Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-to-maturity Securities, Current | 110,000 | 105,000 |
Held-to-maturity Securities, Noncurrent | 1,117,000 | 965,000 |
Held-to-maturity Securities, Total | 1,227,000 | 1,070,000 |
US Government Agencies Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-to-maturity Securities, Current | 126,000 | 225,000 |
Held-to-maturity Securities, Noncurrent | 131,000 | 92,000 |
Held-to-maturity Securities, Total | $ 257,000 | $ 317,000 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||
Amortization of Intangible Assets | $ 986 | $ 126 | $ 2,825 | $ 126 | |
Goodwill | 15,666 | 15,666 | $ 15,545 | ||
Goodwill, Purchase Accounting Adjustments | 121 | ||||
RedPath [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 15,666 | $ 15,666 | $ 15,545 |
Goodwill Intangible assets (Det
Goodwill Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 986 | $ 126 | $ 2,825 | $ 126 | |
Finite-Lived Intangible Assets, Gross | 47,468 | 47,468 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,599) | (3,599) | |||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 3,803 | 3,803 | |||
Finite-Lived Intangible Assets, Net | 44,478 | 44,478 | $ 47,304 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 6,328 | 6,328 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 6,097 | 6,097 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 5,949 | 5,949 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 5,703 | $ 5,703 | |||
Diagnostics test - Thyroid [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 9 years | ||||
Finite-Lived Intangible Assets, Gross | 8,519 | $ 8,519 | |||
Diagnostics test - Pancreas [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Finite-Lived Intangible Assets, Gross | 2,882 | $ 2,882 | |||
BioBank [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||||
Finite-Lived Intangible Assets, Gross | 1,575 | $ 1,575 | |||
Diagnostic Test - Pancreas RedPath [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Finite-Lived Intangible Assets, Gross | 16,141 | $ 16,141 | |||
Diagnostic Test - Barrett's RedPath [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 9 years | ||||
Finite-Lived Intangible Assets, Gross | 18,351 | $ 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 | $ 609 |
Facilities Realignment (Details
Facilities Realignment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve, Current | $ 273 | $ 517 | |
Restructuring Reserve, Noncurrent | 0 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Balance as of December 31, 2012 | 767 | ||
Accretion Expense | 104 | $ 106 | |
Adjustments | 0 | ||
Payments | (582) | ||
Restructuring Reserve, Balance as of March 31, 2013 | 289 | ||
Commercial Services [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Balance as of December 31, 2012 | 560 | ||
Accretion Expense | 84 | ||
Adjustments | 0 | ||
Payments | (472) | ||
Restructuring Reserve, Balance as of March 31, 2013 | 172 | ||
Segment, Discontinued Operations [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Balance as of December 31, 2012 | 207 | ||
Accretion Expense | 20 | ||
Adjustments | 0 | ||
Payments | (110) | ||
Restructuring Reserve, Balance as of March 31, 2013 | $ 117 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | $ 108,000 | $ 107,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, 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 | 8,955,000 | |
Marketable Securities, Fair Value Disclosure | 1,592,000 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 48,000 | |
Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 60,000 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 1,227,000 | |
US Government Agencies Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 257,000 | |
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 | 5,179,000 | |
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 | 3,776,000 | |
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 4,476,000 | |
RedPath [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 22,066,000 | |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 8,955,000 | |
Business Combination, Contingent Consideration, Liability | 26,542,000 | |
Reported Value Measurement [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 48,000 | |
Reported Value Measurement [Member] | Mutual Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 60,000 | |
Reported Value Measurement [Member] | US Treasury Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 1,227,000 | |
Reported Value Measurement [Member] | US Government Agencies Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 257,000 | |
Reported Value Measurement [Member] | Cash [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 5,179,000 | |
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 | 3,776,000 | |
Reported Value Measurement [Member] | Asuragen [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 4,476,000 | |
Reported Value Measurement [Member] | RedPath [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 22,066,000 | |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 8,955,000 | |
Marketable Securities, Fair Value Disclosure | 1,592,000 | |
Business Combination, Contingent Consideration, Liability | 26,542,000 | |
Estimate of Fair Value Measurement [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 48,000 | |
Estimate of Fair Value Measurement [Member] | Mutual Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 60,000 | |
Estimate of Fair Value Measurement [Member] | US Treasury Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 1,227,000 | |
Estimate of Fair Value Measurement [Member] | US Government Agencies Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Fair Value Disclosure | 257,000 | |
Estimate of Fair Value Measurement [Member] | Cash [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 5,179,000 | |
Estimate of Fair Value Measurement [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,776,000 | |
Estimate of Fair Value Measurement [Member] | Asuragen [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | 4,476,000 | |
Estimate of Fair Value Measurement [Member] | RedPath [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 22,066,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Litigation Settlement, Amount | $ 3,000 | $ 2,800 | ||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 2,500 | |||
Payments for Legal Settlements | 300 | |||
Settlement Liabilities, Current | 500 | $ 500 | ||
Regulatory Liability, Noncurrent | 2,250 | 2,500 | ||
Letters of Credit Outstanding, Amount | $ 1,100 | $ 1,400 | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 | ||
RedPath Integrated Pathology, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Adjustments to Additional Paid in Capital, Other | $ 6,100 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | |||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 6,100 | |||
Common Stock, Par Value | $ 0.0001 |
Commitments and Contingencies L
Commitments and Contingencies Litigation (Details) - USD ($) | Oct. 31, 2014 | Sep. 30, 2015 |
Other Income and Expenses [Abstract] | ||
Loss Contingency, Damages Sought, Value | $ 500,000 | |
Litigation Settlement, Amount | $ 3,000,000 | 2,800,000 |
Notes Issued | $ 1,500,000 |
Accrued Expenses and Long-Ter45
Accrued Expenses and Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Other Liabilities | $ 2,410 | $ 1,043 |
Rent Payable | 164 | 209 |
Uncertain Tax Positions | 3,392 | 3,267 |
Deferred Tax and Other Liabilities, Noncurrent | 1,892 | 2,525 |
Regulatory Liability, Noncurrent | 2,250 | 2,500 |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 329 | |
Restructuring | 0 | |
Other | 382 | 313 |
Total Long-Term Liabilities | 8,080 | 9,143 |
Restructuring Reserve, Current | 273 | 517 |
Self Insurance Reserve, Current | 611 | 463 |
Liability for Uncertain Tax Positions, Current | 875 | 875 |
Business Combination, Contingent Consideration, Liability, Current | 633 | 633 |
Business Acquisition, Transaction Costs | 0 | 1,225 |
Disposal Group, Including Discontinued Operation, Liabilities | 789 | 2,820 |
Deferred Rent Credit, Current | 402 | 348 |
Settlement Liabilities, Current | 500 | 500 |
Interest Payable, Current | 338 | 465 |
Other Accrued Liabilities, Current | 6,013 | 5,933 |
Accrued Liabilities, Current | $ 12,055 | $ 14,822 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Risk-free Interest Rate | 1.02% | 0.71% | ||||
Expected life (in years) | 3 years 6 months | 3 years 6 months | ||||
Expected volatility | 54.47% | 47.94% | ||||
Dividend Yield | 0.00% | 0.00% | ||||
Stock-based Compensation Expense | $ 463 | $ 406 | $ 1,517 | $ 1,764 | ||
Management [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued | 444,364 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.73 | |||||
Chief Executive Officer [Member] | Performance base shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 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, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.87 | |||||
Expected life (in years) | 5 years | |||||
Performance Shares Target Premium | 50.00% | |||||
Consecutive trading days | 60 days | |||||
Performance Shares First Tranche [Domain] | Chief Executive Officer [Member] | Performance base shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance shares available for exercise | 36,496 | |||||
Average stock price, performance shares | $ 7.65 | |||||
Performance Shares Second Tranche [Domain] | Chief Executive Officer [Member] | Performance base shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected life (in years) | 5 years | |||||
Performance shares available for exercise | 64,460 | |||||
Average stock price, performance shares | $ 10.20 | |||||
Performance Shares Final Tranche [Domain] | Chief Executive Officer [Member] | Performance base shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected life (in years) | 5 years | |||||
Performance shares available for exercise | 87,209 | |||||
Average stock price, performance shares | $ 15.30 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 3.60% | (2.00%) | 2.70% | (4.10%) |
Provision (benefit) for income tax | $ (180) | $ 64 | $ (430) | $ 194 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 36,625 | $ 28,264 | $ 111,284 | $ 91,104 |
Operating (loss) income | (4,003) | (3,202) | (12,823) | (4,679) |
Capital expenditures | 41 | 437 | 583 | 1,298 |
Depreciation expense | 1,290 | 382 | 3,775 | 887 |
Commercial Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 34,119 | 28,217 | 104,408 | 91,057 |
Operating (loss) income | 916 | (973) | 2,379 | (656) |
Capital expenditures | 30 | 350 | 36 | 1,203 |
Depreciation expense | 221 | 250 | 715 | 752 |
Interpace Diagnostics [Member] [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,506 | 47 | 6,876 | 47 |
Operating (loss) income | (4,919) | (2,229) | (15,202) | (4,023) |
Capital expenditures | 11 | 87 | 547 | 87 |
Depreciation expense | $ 1,069 | $ 132 | $ 3,060 | 135 |
Other Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 1,290 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 800 | |||||
Disposal Group, Including Discontinued Operation, Other Expense | $ 700 | |||||
Revenue, net | $ 0 | $ 981 | $ 260 | $ 2,581 | ||
(Loss) income from discontinued operations, before income tax | (75) | (1,049) | (461) | (3,678) | ||
Provision (benefit) for income tax | 1 | 1 | 4 | 4 | ||
(Loss) income from discontinued operations, net of tax | (76) | $ (1,050) | (465) | $ (3,682) | ||
Current assets | 0 | 0 | 613 | |||
Non-current assets | 455 | 455 | 1,445 | |||
Total assets | 455 | 455 | 2,058 | |||
Current liabilities | 789 | 789 | 2,820 | |||
Non-current liabilities | 93 | 93 | 329 | |||
Total liabilities | $ 882 | $ 882 | $ 3,149 | |||
Contingent Consideration Type [Domain] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 100 |
Investment in Non-Controlled 50
Investment in Non-Controlled Entity and Other Arrangements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
Noncontrolling Interest [Abstract] | |||||
Cost Method Investments | $ 1.5 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 0.5 | ||||
Business Combination, Indemnification Assets, Range of Outcomes, Value, High | $ 0.6 | $ 1.5 | |||
Loans Receivable, Net | $ 0.6 | $ 0.6 | $ 0.7 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||
Royalty Percentage, Minimum Range | 7.00% | ||||
Revenue Range, Low-end | $ 50 | ||||
Royalty Percentage, Maximum Range | 11.00% | ||||
Revenue Range Maximum | $ 100 |
Long-Term Debt (Details)
Long-Term Debt (Details) | Oct. 31, 2014USD ($)installment | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014 |
Debt Instrument [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 800,000 | ||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 0 | $ 0 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 1,334,000 | 1,334,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 7,869,000 | 7,869,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 9,001,000 | 9,001,000 | |||||||
Legal Fees | $ 300,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||
Accretion Expense | 104,000 | $ 106,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 5,000,000 | 5,000,000 | |||||||
Disposal Group, Including Discontinued Operations, Loss (Gain) or Writedown | 200,000 | $ 1,900,000 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 11,000,000 | $ 10,700,000 | |||||||
Subordinated Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 | 0 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 1,334,000 | 1,334,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 5,335,000 | 5,335,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 4,001,000 | 4,001,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 | 0 | |||||||
Notes Payable, Other Payables [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt | 8,200,000 | 8,200,000 | |||||||
Debt Instrument, Unamortized Discount | 2,500,000 | 2,500,000 | |||||||
Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 | 0 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 | 0 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 2,534,000 | 2,534,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 5,000,000 | 5,000,000 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 5,000,000 | 5,000,000 | |||||||
RedPath Integrated Pathology, Inc [Member] | Notes Payable, Other Payables [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||
Interest Expense, Debt | 100,000 | 600,000 | |||||||
Long-term Debt | 19,700,000 | 19,700,000 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,400,000 | ||||||||
Debt Instrument, Number of Equal Consecutive Quarterly Installments | installment | 8 | ||||||||
RedPath Integrated Pathology, Inc [Member] | Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 12.50% | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 3.00% | ||||||||
Proceeds from Issuance of Debt | $ 19,600,000 | ||||||||
Debt Issuance Cost | 100,000 | ||||||||
Loan Processing Fee | $ 300,000 | ||||||||
Debt Instrument, Exit Fee [Line Items] | .8 | ||||||||
Accretion Expense | $ 100,000 | $ 200,000 | |||||||
Debt Instrument, Prepayment Premium, Base Amount | $ 80,000,000 | ||||||||
Debt Instrument, Face Amount | 20,000,000 | ||||||||
Maximum [Member] | RedPath Integrated Pathology, Inc [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | ||||||||
Molecular Diagnostics [Member] | Maximum [Member] | RedPath Integrated Pathology, Inc [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Quarterly Revenue Based Payments, Percent of Net Sales | 125.00% | ||||||||
Date Range One [Member] | RedPath Integrated Pathology, Inc [Member] | Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Prepayment Fee, Percent | 6.00% | ||||||||
Date Range Two [Member] | RedPath Integrated Pathology, Inc [Member] | Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Prepayment Fee, Percent | 5.00% | ||||||||
Debt Instrument, Prepayment Premium | 1.25% | ||||||||
Date Range Three [Member] [Member] | RedPath Integrated Pathology, Inc [Member] | Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Prepayment Fee, Percent | 2.00% | ||||||||
Contingent Consideration Type [Domain] | |||||||||
Debt Instrument [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 100,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2015 | Nov. 02, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 4,000 | |||
Proceeds from Issuance of Common Stock | $ 6,354 | |||
Proceeds from Divestiture of Businesses | 25,780,895 | |||
Gain Contingency, Unrecorded Amount | 7,100,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||
Securities offering | $ 5,000,000 | |||
Sales commission on sale of shares | 0.00% |
Liquidity (Details)
Liquidity (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity [Abstract] | |
Percentage of gross billings | 56.00% |