Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 18, 2016 | Jun. 30, 2014 | |
Entity Information [Line Items] | |||
Entity Registrant Name | Interpace Diagnostics Group, Inc. | ||
Entity Central Index Key | 1,054,102 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 18,162,671 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 10,550,048 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 8,310,000 | $ 23,111,000 |
Short-term Investments | 106,000 | 107,000 |
Available-for-sale Securities | 107,000 | |
Accounts Receivable, Net | 2,806,000 | 3,836,000 |
Other current assets | 2,569,000 | 5,641,000 |
Total current assets | 19,165,000 | 44,866,000 |
Property and equipment, net | 1,460,000 | 1,793,000 |
Goodwill | 0 | 15,545,000 |
Other intangible assets, net | 43,492,000 | 47,304,000 |
Other long-term assets | 3,255,000 | 2,949,000 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 340,000 | 3,449,000 |
Disposal Group, Including Discontinued Operation, Assets, Current | 5,374,000 | 12,171,000 |
Total assets | 67,712,000 | 115,906,000 |
Current liabilities: | ||
Accounts payable | 1,560,000 | 2,162,000 |
Accrued salary and bonus | 2,424,000 | 1,569,000 |
Other accrued expenses | 5,961,000 | 7,951,000 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 12,264,000 | 21,896,000 |
Long-term Debt, Current Maturities | 1,164,000 | 0 |
Total current liabilities | 23,373,000 | 33,578,000 |
Contingent Consideration | 17,890,000 | 25,909,000 |
Long-term Debt, net of debt discount | 7,233,000 | 27,154,000 |
Long-term liabilities | 6,178,000 | 8,814,000 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 0 | 329,000 |
Total liabilities | $ 54,674,000 | $ 95,784,000 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 |
Common Stock, $.01 par value; 40,000,000 shares authorized; 18,705,214 and 16,558,140 shares issued, respectively; 17,662,671 and 15,361,133 shares outstanding, respectively | 187,000 | 165,000 |
Additional paid-in capital | 132,522,000 | 134,171,000 |
Accumulated deficit | (111,252,000) | (99,896,000) |
Accumulated other comprehensive income | 13,000 | 16,000 |
Treasury stock, at cost (1,197,007 and 1,146,271 shares, respectively) | (8,432,000) | (14,334,000) |
Total stockholders' equity | 13,038,000 | 20,122,000 |
Total liabilities and stockholders' equity | 67,712,000 | 115,906,000 |
RedPath | ||
Current assets: | ||
Goodwill | $ 0 | $ 15,545,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 18,705,214 | 16,558,140 |
Common Stock, Shares, Outstanding | 17,662,671 | 15,361,133 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury Stock, Shares | 1,042,543 | 1,197,007 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue, net | $ 9,432 | $ 1,474 |
Cost of Revenue | 6,910 | 1,268 |
Gross profit | 2,522 | 206 |
Operating expenses: | ||
Selling and Marketing Expense | 10,358 | 604 |
Research and development | 2,292 | 255 |
Acquisition related amortization expense | 3,812 | 773 |
Loss on extinguishment of debt | 1,873 | 0 |
Goodwill impairment | 15,666 | 0 |
Asset impairment | 635 | 2,086 |
Change in fair value of contingent consideration | (7,993) | 0 |
General and administrative | 16,922 | 14,314 |
Total operating expenses | 42,930 | 18,032 |
Operating loss | (40,408) | (17,826) |
Interest Expense | 3,705 | 602 |
Other expense, net | (93) | (68) |
Loss from continuing operations before tax | (44,206) | (18,496) |
Benefit from income tax | (13,136) | (5,030) |
Loss from continuing operations | (31,070) | (13,466) |
Income (loss) from discontinued operations | 10,341 | (2,310) |
Gain on sale of discontinued operations | 21,634 | 0 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 31,975 | (2,310) |
Discontinued Operation, Tax Effect of Discontinued Operation | 12,261 | 297 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 19,714 | (2,607) |
Net loss | (11,356) | (16,073) |
Unrealized holding (loss) gain on available-for-sale securities, net | (3) | 0 |
Comprehensive loss | $ (11,359) | $ (16,073) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations | $ (2.01) | $ (0.90) |
From discontinued operations | 1.28 | (0.18) |
Net loss per basic and diluted share of common stock | $ (0.73) | $ (1.08) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 15,475 | 14,901 |
Diluted | 15,475 | 14,901 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | RedPath Integrated Pathology, Inc [Member] |
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||
Beginning Balance, shares at Dec. 31, 2013 | 16,316,000 | 1,146,000 | |||||
Beginning Balance at Dec. 31, 2013 | $ 163 | $ (14,106) | $ 130,229 | $ (83,823) | $ 16 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued, shares | 81,000 | ||||||
Common stock issued | 0 | $ 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Other | $ 1,820 | ||||||
SARs exercised, shares | 0 | ||||||
SARs exercised | $ 0 | ||||||
Restricted stock issued, shares | 174,000 | ||||||
Restricted stock issued | $ (2) | (2) | |||||
Restricted stock forfeited, shares | (13,000) | ||||||
Restricted stock forfeited | $ 0 | ||||||
Treasury stock purchased, shares | 51,000 | ||||||
Treasury stock purchased | $ (228) | ||||||
Stock-based compensation expense | 2,124 | ||||||
Net loss | (16,073) | (16,073) | |||||
Unrealized holding loss on available-for-sale securities, net of tax | 0 | 0 | |||||
Ending Balance, shares at Dec. 31, 2014 | 16,558,000 | 1,197,000 | |||||
Ending Balance at Dec. 31, 2014 | $ 20,122 | $ 165 | $ (14,334) | 134,171 | (99,896) | 16 | |
Stock Issued During Period, Shares, Treasury Stock Reissued | (500,000) | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ (6,110) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued, shares | 1,321,000 | ||||||
Common stock issued | $ 2 | $ 13 | 451 | ||||
Adjustments to Additional Paid in Capital, Other | $ 0 | ||||||
SARs exercised, shares | 0 | 0 | |||||
Restricted stock issued, shares | 1,343,178 | 874,000 | |||||
Restricted stock issued | $ 0 | $ (9) | (9) | ||||
Restricted stock forfeited, shares | (690,581) | (48,000) | |||||
Restricted stock forfeited | $ 0 | ||||||
Treasury stock purchased, shares | 346,000 | ||||||
Treasury stock purchased | $ (208) | ||||||
Stock-based compensation expense | 4,017 | ||||||
Net loss | $ (11,356) | (11,356) | |||||
Unrealized holding loss on available-for-sale securities, net of tax | (3) | (3) | |||||
Ending Balance, shares at Dec. 31, 2015 | 18,705,000 | 1,043,000 | |||||
Ending Balance at Dec. 31, 2015 | $ 13,038 | $ 187 | $ (8,432) | $ 132,522 | $ (111,252) | $ 13 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash Flows From Operating Activities | ||
Net loss | $ (11,356) | $ (16,073) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,030 | 2,391 |
Deferred taxes | (1,167) | (5,035) |
Realignment accrual accretion | 139 | 142 |
Interest accretion | 1,095 | 139 |
Provision for bad debt | 802 | 0 |
Other current assets | 979 | 0 |
Change in fair value of contingent consideration | (7,993) | 0 |
Impairment of discontinued operations | 1,906 | |
Stock-based compensation | 4,017 | 2,124 |
Goodwill impairment | 15,666 | 0 |
Non-cash loss on debt extinguishment | 476 | 0 |
Asset impairment | 635 | 2,086 |
Gain on sale of discontinued operations | (21,634) | 0 |
Other changes in assets and liabilities: | ||
Increase in accounts receivable | (5,486) | (3,422) |
Increase (decrease) in unbilled receivable | (181) | 0 |
Decrease in other current assets | 2,350 | 3,678 |
Decrease in other long-term assets | 3,286 | 193 |
Increase in accounts payable | 1,019 | 786 |
Decrease in unearned contract revenue | (5,201) | (929) |
Increase (decrease) in accrued salaries and bonus | 895 | (4,248) |
(Decrease) increase in accrued liabilities | (3,389) | 1,180 |
Decrease in long-term liabilities | 176 | (1,296) |
Net cash used in operating activities | (19,842) | (16,378) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (353) | (2,851) |
Acquisition of diagnostic assets | 0 | (8,500) |
Acquisition of RedPath, net of cash acquired | 0 | (13,359) |
Loan to privately held non-controlled entity | 0 | (655) |
Net proceeds from sale of assets | 26,751 | 0 |
Net cash provided by (used in) investing activities | 26,398 | (25,365) |
Cash Flows From Financing Activities | ||
Cash received from financing arrangement | 0 | 20,000 |
Repayment of financing arrangement | (20,000) | 0 |
Debt extinguishment costs | 1,600 | 0 |
Cash paid for debt discount and deferred financing costs | 0 | (557) |
Issuance of common stock | 451 | 0 |
Cash paid for repurchase of restricted shares | (208) | (228) |
Net cash (used in) provided by financing activities | (21,357) | 19,215 |
Net decrease in cash and cash equivalents | (14,801) | (22,528) |
Cash and cash equivalents – beginning | 23,111 | 45,639 |
Cash and cash equivalents – ending | 8,310 | 23,111 |
Cash paid for taxes | 242 | 115 |
Cash paid for interest | 3,128 | 0 |
Supplemental Cash Flow Information [Abstract] | ||
Contingent consideration - common stock | 1,820 | |
Contingent consideration - deferred payments | $ 18,549 | 26,542 |
Subordinated note payable | $ 7,509 |
Other current assets Statement
Other current assets Statement - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other current assets [Abstract] | ||
Indemnification asset | $ 875 | $ 875 |
Letters of credit | 1,100 | 1,400 |
Line of Credit, Current | 360 | 326 |
Other receivables | 1,048 | 1,676 |
Prepaid expenses | 180 | 367 |
Deferred tax asset | 0 | 1,359 |
Other | 106 | 1,038 |
Other current assets | $ 2,569 | $ 5,641 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Nature of Business and Significant Accounting Policies Nature of Business Interpace Diagnostics Group, Inc., or the Company, formerly known as PDI, Inc., is focused on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. The Company currently has four commercialized molecular tests; PancraGen® for the diagnosis and prognosis of pancreatic cancer from pancreatic cysts; ThyGenX ® , for the diagnosis of thyroid cancer from thyroid nodules utilizing a next generation sequencing assay, ThyraMIR ® , for the diagnosis of thyroid cancer from thyroid nodules utilizing a proprietary gene expression assay. The Company also has on the market in a limited way, an assay for Barrett's Esophagus that classifies levels of genomic instability in patients. The Company is planning to expand its approach to the Barrett’s market by potentially soft launching in 2016 an early assessment Barrett’s assay to further help physicians assess risk of cancer. The Company also has in development an assay for biliary cancer. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation and Interpace Diagnostics, LLC. Discontinued operations includes the Company's wholly-owned subsidiaries: Group DCA, LLC, or Group DCA; InServe Support Solutions (Pharmakon); and TVG, Inc. (TVG, dissolved December 31, 2014) and its Commercial Services business unit. All significant intercompany balances and transactions have been eliminated in consolidation. Effective December 31, 2015 , the Company has one reporting segment: the Company's molecular diagnostics business, after the divestiture of its Commercial Services business on December 22, 2015, see Note 4, Discontinued Operations for further information. The Company's current reporting segment structure is reflective of the way the Company's management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for business combinations, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, revenue recognition, income tax accruals, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. See Note 4, Discontinued Operations for further information. Receivables and Allowance for Doubtful Accounts The Company’s accounts receivable are generated using its proprietary tests. The Company’s services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payor or hospital. The Company recognizes accounts receivable related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. The Company records an Allowance for Doubtful accounts for PancraGen ® hospital roster billings based on the collection history of this payor. Since Medicare and Medicare Advantage have fixed reimbursement rates, there is no Allowance for Doubtful Accounts associated with these payors. The Company provides services to commercial insurance carriers or governmental program that do not have a contract in place for its proprietary tests may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services. In the absence of an agreement with the patient, or other clearly enforceable legal right to demand payment from commercial insurance carriers or governmental agencies, no accounts receivable is recognized. The Company does not record an Allowance for Doubtful Accounts for the commercial insurance or governmental programs since the revenue is recorded mainly on a cash basis. Loans and Investments in Privately Held Entities From time-to-time, the Company makes investments in and/or loans to privately-held companies. The Company determines whether the fair values of any investments in privately held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, asset quality and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. As of December 31, 2013, the Company had an investment in a privately held non-controlled entity of $ 1.5 million accounted for in accordance with Accounting Standards Codification, or ASC, 325-20 Investments Other - Cost Method Investments. In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and recorded a charge within continuing operations. On a quarterly basis, the Company reviews outstanding loans receivable to determine if a provision for doubtful notes is necessary. These reviews include discussions with senior management of the investee, and evaluations of, among other things, the investee’s progress against its business plan, its product development activities and customer base, industry market conditions, historical and projected financial performance, expected cash needs and recent funding events. Subsequent cash receipts on the outstanding interest are applied against the outstanding interest receivable balance and the corresponding allowance. As of December 31, 2015 and 2014, the Company had a loan receivable balance of $ 1.3 million , with a third party, respectively, which was fully reserved for. See Note 20, Investment in Privately Held Non-Controlled Entity and Other Arrangements for further information. Other current assets Other current assets consisted of the following as of December 31, 2015 and 2014 : December 31, December 31, 2014 Indemnification asset $ 875 $ 875 Letters of credit 360 326 Other receivables 1,048 1,676 Prepaid expenses 180 367 Deferred tax asset — 1,359 Other 106 1,038 $ 2,569 $ 5,641 Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three to seven years. Software costs that do not meet capitalization criteria are expensed immediately. External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years. Software costs that do not meet capitalization criteria are expensed immediately. See Note 8, Property and Equipment and Note 4, Discontinued Operations for further information. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and investments in marketable securities. The Company maintains deposits in federally insured financial institutions. The Company also holds investments in Treasury money market funds that maintain an average portfolio maturity less than 90 days and deposits held with financial institutions may exceed the amount of insurance provided on such deposits; however, management believes the Company is not exposed to significant credit risk due to the financial position of the financial institutions in which those deposits are held and the nature of the investments. Acquisition Accounting The Company accounts for business combinations by applying the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets transferred, liabilities incurred, equity instruments issued, and costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the acquisition over the Company's interest in the fair value of the identifiable net assets acquired is recorded as goodwill. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and cash flows over that period. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ materially from the forecasted amounts. See Note 5, Acquisitions included for further information. Goodwill The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests require significant management judgments and estimates. These estimates are made based on, among other factors, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. The Company tests its goodwill for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in its expected future cash flows; a sustained, significant decline in its stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and its consolidated financial results. If the Company's projected long-term sales growth rate, profit margins, or terminal rate change, or the assumed weighted-average cost of capital is considerably higher, future testing may indicate impairment in this reporting unit and, as a result, all or a portion of these assets may become impaired. The Company tests its goodwill for impairment at the business (reporting) unit level. The Company has one reporting unit, which has goodwill. Prior to the sale of the Commercial Services business in December 2015, the Company had two reporting units, Commercial Services and Interpace Diagnostics. Effective December 31, 2015 , the Company has one reporting unit and segment: the Company's molecular diagnostics business. The Company's current reporting segment structure is reflective of the way the Company's management views the business, makes operating decisions and assesses performance. Step 1 of the Company's goodwill impairment test compares the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, the amount of the impairment loss, if any, must be measured in a Step 2 Analysis. Under Step 1, the Company estimated the fair value of the reporting unit using a market capitalization approach with an implied control premium. The fair value of the reporting unit was less than the carrying amount of the reporting unit; as such, the Company failed Step 1 and proceeded to assess any impairment loss in Step 2. In Step 2, the amount of the impairment loss, if any, is measured by comparing the implied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. The fair value of goodwill is valued in the same manner that goodwill is calculated in a business combination. The entity should allocate the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. The excess “purchase price” over the amounts assigned to assets and liabilities would be the implied fair value of goodwill. This allocation would be performed only for purposes of testing goodwill for impairment and entities would not record the “step-up” in net assets or any unrecognized intangible assets. The Company utilized a Market Approach to determine the Equity Value of the Company in order to calculate the total assets to be allocated. The Company assumed that all of the Company's assets and liabilities on the balance sheet approximated fair value, except for the Contingent Consideration liability and any identifiable intangible Assets. For the Contingent Consideration liability and identifiable intangible assets, the Company utilized the Multi-Period Excess Earnings Method (MPEEM) under the income approach to measure fair value. The key assumptions used in the model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. While the Company uses available information to prepare estimates and to perform impairment evaluations, actual results could differ significantly from these estimates or related projections, resulting in impairment related to recorded intangible asset balances. During the Company's 2015 annual impairment test of goodwill, it was determined that the goodwill was impaired and the entire balance should be written off, mainly due to the decline in market capitalization and reduced forecast expectations. As a result the Company recognized an impairment loss of $15.7 million . In connection with the Company's decision to dispose of its eDetailing business in 2014, the Company concluded that the carrying value of the Group DCA business unit was in excess of its fair value and the goodwill associated with the 2010 acquisition of Group DCA was impaired. The Company reclassified goodwill associated with Group DCA to non-current assets from discontinued operations, and reduced the net assets of Group DCA to their relative fair value. An impairment loss of $1.2 million was recorded within Loss from discontinued operations in the consolidated statement of comprehensive loss for the year ended December 31, 2014. See Note 4, Discontinued Operations for further information. Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During 2015, as a result of the decline in market capitalization and other indicators, such as reduced forecast expectations, the Company reviewed the recoverability of long-lived assets and finite-lived intangible assets. The Company concluded that the carrying value of such assets were recoverable as of December 31, 2015, and no impairment of such assets was necessary. During the year ended December 31, 2014, $0.7 million of long-lived assets were impaired within loss from discontinued operations related to the disposition of Group DCA. See Note 9, Goodwill and Other Intangible Assets for further information. Self-Insurance Accruals The Company is self-insured for benefits paid under employee healthcare programs. The Company’s liability for healthcare claims is estimated using an underwriting determination which is based on the current year’s average lag days between when a claim is incurred and when it is paid. The Company maintains stop-loss coverage with third-party insurers to limit its total exposure on all of these programs. Periodically, the Company evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. Management reviews the self-insurance accruals on a quarterly basis. Actual results may vary from these estimates, resulting in an adjustment in the period of the change in estimate. Prior to October 1, 2008, the Company was also self-insured for certain losses for claims filed and claims incurred but not reported relating to workers’ compensation and automobile-related liabilities for Company-leased cars. Beginning October 1, 2008, the Company became fully-insured through an outside carrier for these losses. The Company’s liability for claims filed and claims incurred but not reported prior to October 1, 2008 is estimated on an actuarial undiscounted basis supplied by our insurance brokers and insurers using individual case-based valuations and statistical analysis. These estimates are based upon judgment and historical experience. However, the final cost of many of these claims may not be known for five years or more after filing of the claim. As of December 31, 2015, the Company had no outstanding claims filed and claims incurred but not reported for self-insured automobile-related liabilities. At December 31, 2015 and 2014 , self-insurance accruals totaled $ 0.6 million and $ 0.5 million, respectively, of which $0.1 million for both periods is included in other accrued expenses within continuing operations and $0.5 million and $0.4 million is in current liabilities from discontinued operations on the consolidated balance sheet at December 31, 2015 and 2014, respectively. Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is currently involved in certain legal proceedings and, as required, the Company has accrued its estimate of the probable costs for the resolution of these claims. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Predicting the outcome of claims and litigation, and estimating related costs and exposures, involves substantial uncertainties that could cause actual costs to vary materially from estimates. In connection with the October 31, 2014 acquisition of RedPath the Company assumed a liability for a January 2013 settlement agreement entered into by the former owners of RedPath with the United States Department of Justice, or DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ. These payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for a portion of the obligation and have recorded an indemnification asset and liability of that amount within other non-current assets and other long-term liabilities. See Note 12, Commitments and Contingencies for further information. Revenue and Cost of Services The Company's revenue is generated using the Company's proprietary tests. The Company's performance obligation is fulfilled upon completion, review and release of test results and subsequently billing the third-party payor or hospital. The Company recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. Amounts not collected are charged to bad debt expense. Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that insurance declines to reimburse us. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue is only recognized upon the earlier of payment notification or cash receipt. Accordingly, the Company recognizes revenue from commercial insurance carriers and governmental programs without a contract, when payment is received. Persuasive evidence of an arrangement exists and delivery is deemed to have occurred upon completion, review, and release of the test results by the Company and then subsequently billing the third-party payor or hospital. The assessment of the fixed or determinable nature of the fees charged for diagnostic testing performed, and the collectability of those fees, requires significant judgment by management. Management believes that these two criteria have been met when there is contracted reimbursement coverage or a predictable pattern of collectability with individual third-party payors or hospitals and accordingly, recognizes revenue upon delivery of the test results. In the absence of contracted reimbursement coverage or a predictable pattern of collectability, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon request of third-party payor notification of payment or when cash is received, and recognizes revenue at that time. Cost of services consists primarily of the costs associated with operating the Company's laboratories and other costs directly related to the Company's tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, and facility expenses. Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and SARs. The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. See Note 14, Stock-Based Compensation for further information. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. Rent Expense Minimum rental expenses are recognized over the term of the lease. The Company recognizes minimum rent starting when possession of the property is taken from the landlord, which may include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in e |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2015 | |
Recent Accounting Standards [Abstract] | |
Significant Accounting Policies [Text Block] | Recent Accounting Standards In January 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities". This ASU provide guidance concerning certain matters involving the recognition, measurement, and disclosure of financial assets and financial liabilities. The guidance does not alter the basic framework for classifying debt instruments held as financial assets. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted, with some exceptions. The adoption of ASU 2016-01 is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. I n November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. This guidance is effective for annual periods beginning after December 15, 2017 and interim periods beginning December 15, 2018. The Company does not expect ASU 2015-17 to have a material effect on the Company’s results of operations, however, the Company’s balance sheet classification of current deferred taxes would change. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. ASU 2015-03 requires retrospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect ASU 2015-03 to have a material effect on the Company's results of operations; however, it could impact future balance sheet presentation and financial statement disclosures related to any future debt issuance costs the Company may have. In August 2015, the FASB issued ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”), which clarifies the treatment of debt issuance costs from line-of-credit arrangements after the adoption of ASU 2015-03. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect ASU 2015-15 to have a material effect on the Company’s results of operations; however, it could impact future balance sheet presentation and financial statement disclosures related to any future debt issuance costs. the Company may have. In September 2015, FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments". This ASU simplifies the accounting for adjustments made to provisional amounts recognized in a business combination and eliminates the requirement to retrospectively account for those adjustments. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements. In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14 deferring the effective date to annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. The Company will adopt this ASU when effective. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and the Company's management is currently evaluating which transition approach to use. The Company is currently evaluating the impact of adopting ASU 2014-09 on its consolidated financial statements and related disclosures. |
Liquidity (Notes)
Liquidity (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 3. Liquidity As of December 31, 2015, the Company had cash and cash equivalents of $8.3 million and net accounts receivable of $2.8 million . Historically, the Company has collected approximately 56% of cumulative gross billings from its diagnostics business. As of December 31, 2015, the Company had gross billings outstanding of $15.3 million . In 2015, on a consolidated basis the Company’s net loss from continuing operations before tax was $44.2 million and cash used in operating activities was $19.8 million . As a result of the sale of the Commercial Services business in December 2015, which generated net cash proceeds of $26.8 million , the Company focused its resources and strategic initiatives on the molecular diagnostics business, which, while still at an early stage of commercial development, has begun to generate growth momentum. As with many companies in a similar stage, sufficient capital is required before achieving profitability. The Company will most likely require additional capital in 2016 to fund the Company's operations. There is no guarantee that additional capital will be raised that is sufficient to fund the Company's operations in 2016 and beyond, but the Company intends to meet its capital needs by driving revenue growth of our commercial molecular diagnostic tests, streamlining operations, reducing costs, raising capital and/or potentially seeking other financing options and alternatives. Management can take additional steps to further reduce the Company's future operating expenses as needed. However, the Company cannot provide any assurance that the Company will be able to raise additional capital as needed. 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. If the Company is unsuccessful in executing strategic alternatives for the business to continue operations, when needed, then it may be forced to seek protection under the U.S. Bankruptcy Code, or be forced into liquidation or substantially altering or restructuring its business operations. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations On December 22, 2015, the Company completed the Company's sale of substantially all of the assets, the goodwill and ongoing business comprising the Company’s Commercial Services segment, or the Commercial Services Business, to Publicis Healthcare Solutions, Inc., formerly known as Publicis Touchpoint Solutions, Inc., or the Buyer, pursuant to the Asset Purchase Agreement, dated as of October 30, 2015, by and between the Buyer and the Company, or the Asset Purchase Agreement, for an aggregate cash purchase price at the closing of approximately $28.5 million , or the Closing Purchase Price, subject to a post-closing working capital adjustment, and the assumption by the Buyer of certain specified liabilities. The Closing Purchase Price includes a $25.5 million cash payment, or the Base Cash Payment, and an estimated closing date working capital adjustment cash payment of $3 million . Under the Asset Purchase Agreement, the Company is also entitled to receive an earn-out payment in 2017 equal to one-third of the 2016 revenues generated by the Commercial Services Business under certain specified contracts and client relationships, less the amount of the Base Cash Payment. Based on the current projection, the Company did not record any receivable relating to such earn-out payment. The Company used the net proceeds from the transactions contemplated by the Asset Purchase Agreement to pay the balance of the outstanding loan under the Credit Agreement and related fees, as described further in Note 21, Long-Term Debt. The Company intends to use the remaining net proceeds to fund its future business activities, including its molecular diagnostics business, and for general working capital purposes. In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, on December 22, 2015, the Company entered into a transition services agreement with the Buyer, pursuant to which the Company will provide certain services to the Buyer for up to six months following the closing, and a restrictive covenant agreement with the Buyer, pursuant to which, among other things, the Company will be prohibited from competing with the Commercial Services Business until December 31, 2020. The Asset Purchase Agreement also requires the Company to change its name, and, as a result the Company changed its name from “PDI, Inc.” to “Interpace Diagnostics Group, Inc.” A reconciliation of the gain on sale for the Company's Commercial Services business is as follows: (in thousands) Gain on Sale Purchase price $ 25,467 Working capital adjustment 3,067 Total consideration 28,534 Assets and liabilities sold, net (5,311 ) Transaction costs (1,806 ) Gain on sale $ 21,417 * * Does not include $0.2 million gain on sale of the Group DCA business in 2015 As a result of the sale, the gain on sale and all operations from Commercial Services have been classified as discontinued operations for all periods presented. 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. In the first quarter of 2015, the Company recorded a gain on sale of its Group DCA business of $0.2 million . On December 29, 2011, the Company entered into an agreement to sell certain assets of its Pharmakon business unit to Informed Medical Communications, Inc. Informed in exchange for potential future royalty payments and an ownership interest in Informed. In the fourth quarter of 2012, the Company wrote-off all of the assets related to the sale of Pharmakon to Informed as it believes that these assets have become impaired. On July 19, 2010, the Board approved closing the TVG business unit. The Company notified employees and issued a press release announcing this decision on July 20, 2010. The Consolidated Statements of Comprehensive Loss reflect the presentation of Commercial Services, Group DCA, Pharmakon, and TVG as discontinued operations in all periods presented. The table below presents the significant components of Commercial Services, Group DCA's, Pharmakon's and TVG’s results included in Loss from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the years ended December 31, 2015 and 2014 . For the Years Ended December 31, 2015 2014 Revenue, net $ 134,850 $ 121,874 Income (loss) from discontinued operations 10,341 (2,310 ) Gain (loss) on sale of assets 21,634 — Income (loss) from discontinued operations, before tax 31,975 (2,310 ) Income tax expense 12,261 297 Income (loss) from discontinued operations, net of tax $ 19,714 $ (2,607 ) The assets and liabilities classified as discontinued operations relate to Commercial Services, Group DCA, Pharmakon, and TVG. As of December 31, 2015 and December 31, 2014 , these assets and liabilities are in the accompanying balance sheets as follows: For the Years Ended December 31, 2015 2014 CSO DCA/TVG Total CSO DCA/TVG Total Accounts receivable, net $ 3,296 $ — $ 3,296 $ 4,669 $ — $ 4,669 Unbilled receivable, net 16 — 16 5,684 — 5,684 Other 2,062 — 2,062 1,818 — 1,818 Current assets from discontinued operations 5,374 — 5,374 12,171 — 12,171 Property and equipment, net 190 — 190 1,391 — 1,391 Other — 150 150 — 2,058 2,058 Long-term assets from discontinued operations 190 150 340 1,391 2,058 3,449 Total assets $ 5,564 $ 150 $ 5,714 $ 13,562 $ 2,058 $ 15,620 Accounts payable $ 3,767 $ — $ 3,767 $ 2,077 $ 69 $ 2,146 Unearned contract revenue 11 — 11 6,752 — 6,752 Accrued salary and bonus 3,036 — 3,036 5,580 547 6,127 Other 5,092 358 5,450 4,598 2,273 6,871 Current liabilities from discontinued operations 11,906 358 12,264 19,007 2,889 21,896 Other long-term liabilities — — — — 329 329 Total liabilities $ 11,906 $ 358 $ 12,264 $ 19,007 $ 3,218 $ 22,225 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Assets of Asuragen, Inc. On August 13, 2014, the Company, through its wholly-owned subsidiary Interpace Diagnostics, LLC, or Interpace or IDx, consummated an agreement to acquire certain fully developed thyroid and pancreas cancer diagnostic tests, other tests in development for thyroid cancer, associated intellectual property and a biobank with more than 5,000 patient tissue samples (collectively the Acquired Property) from Asuragen pursuant to an asset purchase agreement, or the Agreement. The Company paid $8.0 million at closing and paid an additional $0.5 million to Asuragen for certain integral transition service obligations set forth in a transition services agreement, entered into concurrently with the Agreement. The Company also entered into two license agreements with Asuragen relating to the Company’s ability to sell the fully developed thyroid and pancreas cancer diagnostic tests and other tests in development for thyroid cancer. In addition, the Company is obligated to make a of $500,000 milestone payment to Asuragen upon which was payable in February 2016, but which the Company is in the process of negotiating a restructuring of the payment, and to pay royalties of 5.0% on the future net sales of the pancreas diagnostics product line for a period of ten years following a qualifying sale, 3.5% on the future net sales of the thyroid diagnostics product line through August 13, 2024 and 1.5% on the future net sales of certain other thyroid diagnostics products for a period of ten years following a qualifying sale, collectively the contingent consideration. The acquisition has been accounted for as a business combination, subject to the provisions of ASC 805-10-50, Business Combinations, and been treated as an asset acquisition for tax purposes. In connection with the transaction, the Company has preliminarily recorded $13.0 million of finite lived intangible assets having a weighted-average amortization period of 7.9 years. See Note 5, Goodwill and Other Intangible Assets, for additional information. The Company determined an acquisition date fair value of the contingent consideration (inclusive of the aforementioned milestone payment and royalties on future net sales) of $4.5 million . The royalty portion of the contingent consideration is based on a probability-weighted income approach derived from estimated future revenues. The fair value measurement is based on significant subjective assumptions and inputs not observable in the market and thus represents a Level 3 fair value measurement. Future revisions to these assumptions could materially change the estimate of the fair value of the contingent consideration and therefore materially affect the Company’s future financial results. See Note 7, Fair Value Measurements, for further information. For the year ended December 31, 2015, the fair value of contingent consideration was reduced by $8.0 million. This reduction was a result of a reduction in future revenue projections and projected future royalty payments. There was no change in the fair value of the contingent consideration during the period ended December 31, 2014. Going forward, the Company will estimate the change in the fair value of the contingent consideration as of each reporting period and recognize the change in fair value in the statement of comprehensive income (loss). The reconciliation of consideration given for the Acquired Property to the allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: Cash $ 8,000 Transition services obligation 500 Contingent consideration 4,476 Total consideration $ 12,976 Thyroid $ 8,519 Pancreas 2,882 Biobank 1,575 Acquired intangible assets $ 12,976 The allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The final allocation price could differ materially from the allocation. Any subsequent changes to the purchase price allocation that result in material changes to the Company’s consolidated financial results will be adjusted accordingly. RedPath Integrated Pathology, Inc. On October 31, 2014, the Company and its wholly-owned subsidiary, Interpace, entered into an Agreement and Plan of Merger, or the Agreement, to acquire RedPath, a molecular diagnostics company helping physicians better manage patients at risk for certain types of gastrointestinal cancers through its proprietary PancraGen ® platform, or the Transaction, and related documents, or collectively, the Transaction Documents. This Transaction establishes Interpace in the upper gastroenterology cancer diagnostic market and provides the Company a growth platform in the diagnostic oncology space, particularly in endocrine and gastrointestinal cancer. • a Non-negotiable Subordinated Secured Promissory Note, or the Note, dated October 31, 2014, by the Company in favor of RedPath Equityholder Representative, LLC, or the Equityholder Representative; • a Contingent Consideration Agreement with the Equityholder Representative, or the Contingent Consideration Agreement; • a Credit Agreement among the Company and the financial institutions party thereto from time to time as lenders, or the Lenders and agent for the Lenders, or the Agent; • a Guarantee and Collateral Agreement by PDI, Inc. and certain of its subsidiaries, in favor of the Agent, or the Senior Guarantee; • a Guarantee and Collateral Agreement, or the Subordinated Guarantee, by the Company and certain of its subsidiaries in favor of the Equityholder Representative; and • a Subordination and Intercreditor Agreement, or the Intercreditor Agreement, by and among the Company, the Equityholder Representative and the Agent. $13.4 million to the Equityholder Representative, on behalf of the equityholders of RedPath, or the Equityholders, at the closing of the Transaction, inclusive of a working capital adjustment of $1.6 million . The Agreement contains customary representations, warranties and covenants of the Company and RedPath. Subject to certain limitations, the parties will be required to indemnify each other for damages resulting from breaches of the representations, warranties and covenants made in the Agreement and certain other matters. $11.0 million to be paid in eight equal consecutive quarterly installments beginning October 1, 2016 . The interest rate will be 5.0% in the event of a default under the Note. The obligations of the Company under the Note are guaranteed by the Company and its Subsidiaries pursuant to the Subordinated Guarantee in favor of the Equityholder Representative. Pursuant to the Subordinated Guarantee, the Company and its Subsidiaries also granted a security interest in substantially all of their respective assets, including intellectual property, to secure their obligations to the Equityholder Representative. The Company has recorded the present value of the Note to the Equityholder Representative at approximately $7.3 million using a discount rate of 13.5% . 500,000 shares of the Company’s common stock, par value $0.01 , or Common Stock, upon acceptance for publication of a specified article related to PancraGen ® for the management of Barrett’s esophagus, and an additional 500,000 shares of Common Stock upon the commercial launch of PancraGen ® for the management of Barrett’s esophagus, or collectively, the Common Stock Milestones. The pending issuance of Common Stock have been recorded as Common Stock and Additional paid-in capital in the Company's consolidated balance sheet as of December 31, 2014. The 500,000 shares were issued in June 2015 from treasury stock. In the event of a change of control of us, Interpace or RedPath on or before April 30, 2016, the Common Stock Milestones not then already achieved will be accelerated and the Equityholders will be immediately entitled to receive the Common Stock not yet previously issued to them, which occurred on December 22, 2015 in connection with the sale of the Company's Commercial Services business. The additional 500,000 shares were issued in March 2016 from treasury stock. The Equityholders are entitled to an additional $5 million cash payment upon the achievement by the Company of $14.0 million or more in annual net sales of PancraGen ® for the management of Barrett’s esophagus and a further $5 million cash payment upon the achievement by the Company of $37.0 million or more in annual net sales of a basket of assays of Interpace and RedPath. In addition, the Company is obligated to pay revenue based payments through 2025 of 6.5% on annual net sales above $12.0 million of PancraGen ® -Pancreas, 10% on annual net sales up to $30 million of PancraGen ® for the management of Barrett’s esophagus and 20% on annual net sales above $30 million of PancraGen ® for the management of Barrett’s esophagus. These amounts were recorded at fair value at the date of acquisition and total $22.1 million for the cash portion and $1.8 million for the stock component. In connection with the Transaction, the Company entered into the Credit Agreement with the Agent and the Lenders. Pursuant to and subject to the terms of the Credit Agreement, the Lenders agreed to provide a term loan to the Company in the aggregate principal amount of $20.0 million , or the Loan. The Company received net proceeds of approximately $19.6 million following payment of certain fees and expenses in connection with the Credit Agreement and the maturity date of the loan was October 31, 2020 . See Note 21, Long-term debt, for further information. $15.7 million of goodwill and $34.5 million of finite lived intangible assets having a weighted-average amortization period of 8.1 years. See Note 9, Goodwill and Other Intangible Assets, for additional information. The Company determined an acquisition date fair value of the contingent consideration (inclusive of the aforementioned milestone payments, royalties on future net sales and Common Stock Milestones) of $23.9 million . The royalty portion of the contingent consideration is based on a probability-weighted income approach derived from estimated future revenues. The fair value measurement is based on significant subjective assumptions and inputs not observable in the market and thus represents a Level 3 fair value measurement. Future revisions to these assumptions could materially change the estimate of the fair value of the contingent consideration and therefore materially affect the Company’s future financial results. See Note 6, Fair Value Measurements, for further information. There was no change in the fair value of the contingent consideration during the period ended December 31, 2014. Going forward, the Company will estimate the change in the fair value of the contingent consideration as of each reporting period and recognize the change in fair value in the consolidated statement of comprehensive income (loss). For the year ended December 31, 2015 the Company recognized a reduction in contingent consideration of $8.0 million . In addition, the Company recorded an indemnification asset and liability of $2.5 million related to a joint settlement reached between RedPath and the DOJ, with no charges ever being filed against RedPath. The indemnification asset and liability are recorded within Other long-term assets and Other long-term liabilities , respectively. The reconciliation of consideration given for RedPath to the final allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: Cash $ 13,572 Subordinated note payable 7,517 Cash $ 22,066 Common stock 1,820 Contingent consideration 23,886 Total consideration $ 44,975 Goodwill $ 15,666 Pancreas Test $ 16,141 Barrett's Test 18,351 Acquired intangible assets 34,492 Current assets 5,465 Indemnification asset, long-term - DOJ settlement 2,500 Other long-term assets 366 Current liabilities (4,809 ) DOJ settlement, long-term (indemnified by RedPath) (2,500 ) Deferred income tax liability (6,205 ) Total acquired assets $ 44,975 The following unaudited pro forma consolidated results of operations for the year ended December 31, 2014 assume that the Company had acquired 100% of the membership interests in RedPath as of the beginning of the period presented. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results. 2014 Revenue $ 9,786 Net loss $ 24,299 Loss per share $ (1.63 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurements The Company's financial assets and liabilities reflected at fair value in the consolidated financial statements include: cash and cash equivalents; short-term investments; accounts receivable; other current assets; accounts payable; and contingent consideration. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2015 Fair Value Measurements Carrying Fair As of December 31, 2015 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 7,534 $ 7,534 $ 7,534 $ — $ — Money market funds 776 776 776 — — $ 8,310 $ 8,310 $ 8,310 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 58 58 58 — — U.S. Treasury securities 1,115 1,115 1,115 — — Government agency securities 131 131 131 — — $ 1,352 $ 1,352 $ 1,352 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,628 $ 4,628 $ — $ — $ 4,628 RedPath 13,921 13,921 — — 13,921 $ 18,549 $ 18,549 $ — $ — $ 18,549 As of December 31, 2014 Fair Value Measurements Carrying Fair As of December 31, 2014 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 6,836 $ 6,836 $ 6,836 $ — $ — Money market funds 16,275 16,275 16,275 — — $ 23,111 $ 23,111 $ 23,111 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 59 59 59 — — U.S. Treasury securities 1,070 1,070 1,070 — — Government agency securities 317 317 317 — — $ 1,494 $ 1,494 $ 1,494 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,476 $ 4,476 $ — $ — $ 4,476 RedPath 22,066 22,066 — — 22,066 $ 26,542 $ 26,542 $ — $ — $ 26,542 The fair value of marketable securities is valued using market prices in active markets (level 1). As of December 31, 2015 and 2014, the Company did not have any marketable securities in less active markets (level 2) or without observable market values that would require a high level of judgment to determine fair value (level 3). In connection with the acquisition of the Acquired Property from Asuragen and acquisition of RedPath, the Company recorded $ 4.5 million and $22.1 million of contingent cash consideration related to deferred payments and revenue based payments, respectively. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. There was an $8.0 million net reduction in the fair value of the contingent consideration during the period ended December 31, 2015. The contingent consideration currently consists of $0.6 million in current liabilities and $17.9 million in long-term liabilities. A rollforward of the carrying value of the contingent consideration from continuing operations from January 1, 2015 to December 31, 2015 is as follows: 2015 January 1, Additions Adjustment to Fair Value December 31, Asuragen $ 4,476 $ 152 $ — $ 4,628 RedPath 22,066 — (8,145 ) 13,921 $ 26,542 $ 152 $ (8,145 ) $ 18,549 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 and goodwill are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The following table summarizes the goodwill of the Company measured at fair value on a nonrecurring basis as of December 31, 2015 and 2014: Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Goodwill $ — $ — $ — $ — Carrying Amount as of Fair Value Measurements as of December 31, 2014 December 31, 2014 Goodwill $ 15,545 $ — $ — $ 15,545 |
Investments in Marketable Secur
Investments in Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Investments in Marketable Securities Available-for-sale securities are carried at fair value with the unrealized holding gains or losses, net of tax, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses on available-for-sale securities are computed based upon specific identification and included in other income (expense), net in the consolidated statements of comprehensive loss. Declines in value judged to be other than-temporary on available-for-sale securities are recorded as realized in other income (expense), net in the consolidated statements of comprehensive loss and the cost basis of the security is reduced. The fair values for marketable equity securities are based on quoted market prices. Held-to-maturity investments are stated at amortized cost which approximates fair value. Interest income is accrued as earned. Realized gains and losses on held-to-maturity investments are computed based upon specific identification and included in interest income, net in the consolidated statements of comprehensive loss. The Company does not have any investments classified as trading. Available-for-sale securities consist of assets in a rabbi trust associated with the Company’s deferred compensation plan. At both December 31, 2015 and 2014 , the carrying value of available-for-sale securities was approximately $106,000 and $107,000 , respectively, which is included in short-term investments. The available-for-sale securities at December 31, 2015 and 2014 were approximately $48,000 in money market accounts for both periods, and approximately $58,000 and $59,000 , respectively, in mutual funds. At December 31, 2015 , accumulated other comprehensive income included gross unrealized holding gains of approximately $13,000 and no gross unrealized holding losses. At December 31, 2014 , accumulated other comprehensive income (loss) included gross unrealized holding gains of approximately $16,000 and no gross unrealized holding losses. During the years ended December 31, 2015 and 2014 , other income, net included no gross realized losses or realized gains. The Company’s other marketable securities consist of investment grade debt instruments such as obligations of U.S. Treasury and U.S. Federal Government agencies and are maintained in separate accounts to support the Company’s letters-of-credit. These investments are categorized as held-to-maturity because the Company’s management has the intent and ability to hold these securities to maturity. The Company had standby letters-of-credit of approximately $1.1 million and $1.4 million at December 31, 2015 and 2014 , respectively, as collateral for its existing insurance policies and facility leases. At December 31, 2015 and 2014 , held-to-maturity investments included: Maturing Maturing December 31, within 1 year after 1 year through 3 years December 31, within 1 year after 1 year through 3 years Cash/money market funds $ 47 $ 47 $ — $ 204 $ 204 $ — US Treasury securities 1,115 341 774 1,070 105 965 Government agency securities 131 — 131 317 225 92 Total $ 1,293 $ 388 $ 905 $ 1,591 $ 534 $ 1,057 At December 31, 2015 and December 31, 2014 , held-to-maturity investments were recorded in the following accounts: December 31, December 31, Other current assets $ 388 $ 534 Other long-term assets 905 1,057 Total $ 1,293 $ 1,591 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Property and Equipment Property and equipment consisted of the following as of December 31, 2015 and 2014 : December 31, 2015 2014 Furniture and fixtures $ 2,862 $ 2,830 Office equipment 2,475 2,228 Computer equipment 3,476 3,023 Internal-use software 7,438 7,311 Leasehold improvements 4,762 4,727 21,013 20,119 Less accumulated depreciation (19,553 ) (18,326 ) $ 1,460 $ 1,793 Depreciation expense from continuing operations was approximately $ 0.6 million and $ 0.5 million for the years ended December 31, 2015 and 2014 , respectively. There was no internal-use software amortization expense included in depreciation and amortization expense for either period as that was all recorded in discontinued operations. During the year ended December 31, 2014, the Company capitalized $0.5 million of internal-use software related to investment in the development of its core systems. During the year ended December 31, 2015, the Company recorded a non-cash charge of approximately $0.6 million for the write-down of fixed assets within Loss from discontinued operations based on the decision to sell the Commercial Services business. During the year ended December 31, 2014, the Company recorded a non-cash charge of approximately $ 0.6 million for the write-down of the remaining balance of the external-use software within Loss from discontinued operations, net of tax based on the decision to sell Group DCA and exit the eDetailing business. As of December 31, 2015 , there was no unamortized balance of capitalized external-use software. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | oodwill and Other Intangible Assets Goodwill During the Company's annual impairment testing of goodwill as of December 31, 2015, the Company recognized an impairment loss of $15.7 million within goodwill impairment in the consolidated statement of operations and comprehensive loss. A rollforward of the carrying value of goodwill from continuing operations from January 1, 2014 to December 31, 2015 is as follows: 2015 January 1, Additions Adjustments Impairments December 31, RedPath $ 15,545 $ — $ 121 $ (15,666 ) $ — 2014 RedPath $ — $ 15,545 $ — $ — $ 15,545 Other Intangible Assets The net carrying value of the identifiable intangible assets as of December 31, 2015 and December 31, 2014 is as follows: As of December 31, 2015 As of December 31, 2014 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas 7 2,882 2,882 Biobank 4 1,575 1,575 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 47,468 $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (4,585 ) $ (773 ) Net Carrying Value $ 43,492 $ 47,304 Amortization expense was $3.8 million for the year ended December 31, 2015 and $0.8 million for the year ended December 31, 2014. Amortization of the thyroid diagnostic asset will begin upon launch of the product. Estimated amortization expense for the next five years is as follows: 2016 2017 2018 2019 2020 $ 4,889 $ 6,097 $ 5,949 $ 5,703 $ 5,703 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Diagnostics Group, Inc. 401(k) Plan, employees may contribute up to 50% of their pre- or post-tax base compensation. The Company currently offers a safe harbor matching contribution equal to 100% of the first 3% of the participant’s contributed base salary plus 50% of the participant’s base salary contributed exceeding 3% but not more than 5% . Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock. The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2015 and December 31, 2014 was approximately $ 0.1 million and $ 0.1 million , respectively. |
Accrued Expenses and Long-Term
Accrued Expenses and Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | ong-term liabilities consisted of the following as of December 31, 2015 and 2014 : December 31, December 31, 2014 Rent payable $ 52 $ 209 Uncertain tax positions 3,425 3,267 Deferred tax liability — 2,525 Facilities realignment accrual — 43 DOJ settlement (indemnified by RedPath) 2,500 2,500 Other 201 270 $ 6,178 $ 8,814 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies The Company leases facilities, automobiles and certain equipment under agreements classified as operating leases, which expire at various dates through 2017. Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses as well as pre-defined rent escalations. Total expense from continuing operations under these agreements for the years ended December 31, 2015 and 2014 was approximately $ 0.8 million and $ 0.5 million , respectively. As of December 31, 2015 , contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Contingent consideration (1) $ 18,549 $ 659 $ 7,095 $ 4,451 $ 6,344 Contractual obligations (2) 46 46 — — — Operating lease obligations: Minimum lease payments 2,388 2,103 285 — — Less minimum sublease rentals (3) (753 ) (753 ) — — — Net minimum lease payments 1,635 1,350 285 — — Total $ 20,230 $ 2,055 $ 7,380 $ 4,451 $ 6,344 (1) Amounts represent contingent royalty and milestone payments in connection with the Company's 2014 acquisitions based on annual net sales and the launch of the diagnostic tests acquired. (2) Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. (3) As of December 31, 2015, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility and the Dresher, Pennsylvania facility. These subleases will provide aggregated lease income of approximately $ 1.9 million and $ 1.3 million, respectively, over the lease periods. Letters of Credit As of December 31, 2015 , the Company had $ 1.1 million in letters of credit outstanding as required by its existing insurance policies and its facility leases. As discussed in Note 7, Investments in Marketable Securities these letters of credit are collateralized by certain investments. Litigation Due to the nature of the businesses in which the Company is engaged, such as product detailing and in 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. As part of the closeout of its CSO operations, the Company seeks to reduce its potential liability under its service agreements through measures such as contractual indemnification provisions with customers (the scope of which may vary from customer to customer, and the performance of which is not secured) and insurance. The Company could, however, also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. The Company routinely assesses its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. As of December 31, 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 DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ for the calendar years ended December 31, 2014 through 2017, up to a maximum of $3.0 million . Payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for $2.5 million of the obligation and has recorded an indemnification asset of that amount within other non-current assets. During the year ended December 31, 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 $0.3 million is included in other accrued expenses and $2.5 million is included in other long-term liabilities . Severance In connection with the sale of the sale of the CSO business and the implementation of a broad-based program to maximize efficiencies and cut costs, the Company reduced headcount and incurred severance obligations to terminated employees that currently amount to $3.0 million ($1.9 million of which was recorded in continuing operations) at December 31, 2015, which is expected to be paid in 2016. Prolias Technologies, Inc. v. PDI, Inc. On April 8, 2015, Prolias Technologies, Inc., or 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), or 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. After the Answer and Counterclaim were filed, the Company and Prolias exchanged paper discovery. Some time in December, Prolias replaced its counsel with new counsel. Thereafter, on December 18, 2015, Prolias filed an Order to Show Cause and Temporary Restraining Order (TRO) that sought to (a) enjoin the the Company from selling the assets that comprise its CSO business to Publicist Healthcare Communications Group and (b) disqualify the Company's counsel from representing it in the litigation. On December 21, 2015, the Court held a hearing on Prolias's application to temporarily enjoin the sale of the CSO business. Following the hearing the Court denied Prolias's application for a TRO and set a hearing date on the motions to disqualify counsel and to obtain an injunction. On February 4, 2016, the Court heard argument on Prolias's motions to disqualify counsel and to obtain an injunction. Following the hearing, the Court entered orders denying the motion to disqualify and denying the motion for an injunction. On February 24, 2016, Prolias filed with the New Jersey Appellate Division, a motion for leave to appeal the order denying the motion to disqualify. The Company's filed its opposition to the motion on March 7, 2016. It is not known when the Appellate Division will rule on whether, should Prolias so request, the Chancery Division will otherwise stay progress of the case pending appeal. The Company denies that it is liable to Prolias for any of the claims asserted in the Complaint and it intends to (a) vigorously defend itself against those claims, (b) pursue all claims asserted in the Counterclaim and (c) vigorously oppose the motion for leave to appeal. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | Preferred Stock and Equity Offering The board of directors of Interpace Diagnostics Group, Inc., or the Board, is authorized to issue, from time-to-time, up to 5,000,000 shares of preferred stock in one or more series. The Board is authorized to fix the rights and designation of each series, including dividend rights and rates, conversion rights, voting rights, redemption terms and prices, liquidation preferences and the number of shares of each series. As of December 31, 2015 and 2014 , there were no issued and outstanding shares of preferred stock. Equity offering On November 2, 2015, the Company entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, pursuant to which the Company may offer and sell shares of its common stock, par value $ 0.01 per share, or the Shares, 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 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 Shares or to or through a market maker. Cantor has agreed in the Sales Agreement to use its commercially reasonable efforts to sell the 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 Shares under the Sales Agreement. The offering of the 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 change with respect to the Company. The Company will pay Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights. In the fourth quarter of 2015, there were 590,704 shares sold under this program with net proceeds to the Company of approximately $0.5 million . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation The Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. The Company considers its stock-incentive program critical to its operations and productivity. Currently, the Company is able to grant options, SARs and restricted shares from the Interpace Diagnostics Group, Inc. Amended and Restated 2004 Stock Award and Incentive Plan, or the Amended 2004 Plan, which is described below. The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and SARs. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Expected volatility is based on historical volatility. As there is no trading volume for the Company’s options, implied volatility is not representative of the Company’s current volatility so the historical volatility of the Company's common stock is determined to be more indicative of the Company’s expected future stock performance. The expected life is determined using the safe-harbor method. The Company expects to use this simplified method for valuing employee options and SARs grants until more detailed information about exercise behavior becomes available over time. The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options or SARs. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options and SARs on a straight-line basis over the vesting period of the grant. The estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. In December 2015, the Company sold its Commercial Services business. This triggered a change in control clause for all outstanding equity grants within the Amended 2004 Plan. As such, all unvested restricted stock, RSUs, and performance and non-performance SARs were accelerated and the Company recorded that additional expense in the fourth quarter of 2015. The impact of the acceleration on continuing operations was approximately $2.0 million which was recorded in general and administrative expenses within the consolidated statement of comprehensive loss. The following table provides the weighted average assumptions used in determining the fair value of the non-performance based SARs granted during the years ended December 31, 2015 and 2014 . December 31, 2015 December 31, 2014 Risk-free interest rate 1.02 % 0.75 % Expected life 3.5 3.5 Expected volatility 54.47 % 48.15 % Stock Incentive Plan In 2015, the Board and stockholders approved the Company’s Amended and Restated 2004 Stock Award and Incentive Plan, or the Amended and Restated Plan. The Amended and Restated Plan amends the Company’s pre-existing Amended and Restated 2004 Stock Award and Incentive Plan which had replace the 1998 Stock Option Plan, or the 1998 Plan, and the 2000 Omnibus Incentive Compensation Plan, or the 2000 Plan. The Amended and Restated Plan authorized an additional 2,450,000 shares for new awards and combined the remaining shares available under the original Amended and Restated Plan. Eligible participants under the Amended and Restated Plan include officers and other employees of the Company, members of the Board and outside consultants, as specified under the Amended and Restated Plan and designated by the Compensation and Management Development Committee of the Board, or the Compensation Committee. Unless earlier terminated by action of the Board, the Amended and Restated Plan will remain in effect until such time as no stock remains available for delivery under the Amended and Restated Plan and the Company has no further rights or obligations under the Amended and Restated Plan with respect to outstanding awards thereunder. Historically, stock options were generally granted with an exercise price equal to the market value of the common stock on the date of grant, expired 10 years from the date they are granted, and generally vested over a two-year period for members of the Board of Directors and a three-year period for employees. Upon exercise, new shares are issued by the Company. The Company has not granted stock options since 2005. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units granted to employees generally have a three year cliff vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and restricted stock units granted to board members generally have a three year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. In February 2014, the Company’s chief executive officer was granted 188,165 market contingent SARs. The market contingent SARs have an exercise price of $ 5.10 , a five year term to expiration, and a weighted-average fair value of $1.87 . The fair value estimate of the market contingent SARs was calculated using a Monte Carlo Simulation model. These SARS were canceled upon the chief executive officer's resignation in December 2015. The weighted-average fair value of non-performance based SARs granted during the year ended December 31, 2015 was estimated to be $ 0.53 . The weighted-average fair value of non-performance based SARs granted during the year ended December 31, 2014 was estimated to be $ 1.56 . There were no SARs exercised in 2015 or 2014. Historically, shares issued upon the exercise of options have been new shares and have not come from treasury shares. As of December 31, 2015, there was no unamortized compensation cost. The impact of SARs, performance shares, RSUs and restricted stock on net loss for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 SARs $ 823 $ 727 Performance awards 254 98 RSUs and restricted stock 2,940 1,299 Total stock-based compensation expense $ 4,017 $ 2,124 A summary of stock option and SARs activity for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Average Grant Price Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2015 1,692,921 $5.12 3.40 $ 4 Granted 24,575 $1.33 2.73 $ — Exercised — — Forfeited or expired (690,581 ) $5.65 Outstanding at December 31, 2015 1,026,915 $4.67 2.74 $ — Vested and exercisable at December 31, 2015 1,026,915 $4.67 2.74 $ — A summary of the status of the Company’s nonvested SARs for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 1,255,565 $ 1.72 Granted 24,575 $ 0.53 Vested (1,002,652 ) $ 1.66 Forfeited (277,488 ) $ 1.84 Nonvested at December 31, 2015 — $ — The aggregate fair value of SARs vested during the years ended December 31, 2015 and 2014 was $ 1.7 million and $ 0.5 million , respectively. The weighted-average grant date fair value of SARs vested during the year ended December 31, 2014 was $ 2.27 . A summary of the Company’s nonvested shares of restricted stock and restricted stock units for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Nonvested at January 1, 2015 711,003 $ 2.81 1.70 $ 1,273 Granted 1,343,178 $ 1.73 0 $ — Vested (1,966,930 ) $ 2.73 Forfeited (87,251 ) $ 3.61 Nonvested at December 31, 2015 — $ — 0 $ — The aggregate fair value of restricted stock and restricted stock units vested during each of the years ended December 31, 2015 and 2014 was $5.4 million and $ 1.7 million , respectively. The weighted-average grant date fair value of restricted stock and restricted stock units vested during the year ended December 31, 2014 was $ 7.83 . Inducement Awards In connection with the Company's hiring of its former chief financial officer, the Company awarded RSUs and SARs, with a grant date fair value of $ 75,000 each, on October 20, 2014, or the Start Date. The awards were made pursuant to the NASDAQ inducement grant exception as a component of employment compensation. The inducement grants were approved by the Compensation Committee on October 14, 2014 contingent on and effective as of the Start Date, and were being made as an inducement material to the chief financial officer's acceptance of employment with the Company in accordance with NASDAQ Listing Rules. 117,187 SARs, using the Black-Scholes option pricing model to determine the fair value on the Start Date. The SARs have a base price equal to the closing price of Interpace Diagnostics Group, Inc.'s (formerly PDI, Inc.) common stock on the Start Date and a five year term. The SARs were to vest over three years, with one-third of the SARs vesting on each of the first three anniversaries of the Start Date subject to the chief financial officers continued service with Interpace Diagnostics Group, Inc. (formerly PDI, Inc.) through the applicable vesting dates. The Company issued 41,899 RSUs (equal to $ 75,000 divided by the closing price of PDI’s common stock) on the Start Date. The RSUs were to vest in full on the third anniversary of the Start Date subject to the chief financial officer’s continued service with the Company through the applicable vesting date. Both the SARs and RSU grants had their vesting accelerated upon the Company's sale of its Commercial Services business unit. |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | The Company's customers consist primarily of physicians, hospitals and clinics. Its revenue channels include Medicare, Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and Commercial Payors. The following sets forth the net revenue generated by revenue channel accounted for more than 10% of the Company's revenue from continuing operations during the period presented. Year Ended December 31, Customer 2015 Medicare $ 4,046 Medicare Advantage $ 1,700 Client Billings $ 1,944 Commercial Payors $ 1,252 |
Facilities Realignment
Facilities Realignment | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy | Facilities Realignment Saddle River, New Jersey Facility Prior to December 2009, the Company's corporate headquarters were located in a three-floor facility in Saddle River, New Jersey. In 2007, the Company entered into a sublease for the second floor of its Saddle River, New Jersey facility through the end of the facility's lease term, January 2016. This sublease will not fully offset the Company's lease obligations for this space; therefore, the Company recorded a $ 1.0 million charge for facility realignment and related asset impairment for furniture and leasehold improvements in the office space. In December 2009, the Company relocated its corporate headquarters from its Saddle River, New Jersey facility to a smaller office located in Parsippany, New Jersey. Due to the relocation, the Company recorded a facility realignment charge of approximately $ 3.9 million in December 2009 and a non-cash impairment charge of approximately $ 1.5 million related to furniture, leasehold improvements and office equipment in the office space. Effective September 1, 2009, the Company extended the sublease for the first floor of its Saddle River, New Jersey facility through the remainder of the facility lease term. The sublease is expected to provide approximately $ 2.3 million in sublease income through January 2016, but will not fully offset the Company's lease obligations for this space. As a result, the Company recorded a $ 0.8 million facility realignment charge in the third quarter of 2009. The Company also recorded a non-cash impairment charge of approximately $ 0.4 million related to furniture and leasehold improvements in the office space. Due to continued adverse conditions in the real estate market in 2010, the Company adjusted its assumptions regarding its ability to sublease unoccupied space on the third floor of the Saddle River, New Jersey facility resulting in realignment charges of approximately $ 0.6 million and $ 1.4 million during the quarters ended June 30, 2010 and December 31, 2010, respectively. In September 2011, the Company secured a sublease for the approximately 47,000 square feet of remaining space in Saddle River, New Jersey. This sublease runs through the end of the facility's lease term, January 2016. The Company expects to receive approximately $ 2.2 million in lease payments over the life of the sublease. Dresher, Pennsylvania Facility During the year ended December 31, 2009, the Company continued to right-size its operations in Dresher, Pennsylvania and recorded facility realignment charges of $ 1.4 million and non-cash impairments of furniture and leasehold improvements of $ 0.7 million. During 2010, the Company discontinued the operations of its TVG business unit and exited the remaining portion of space at the facility, thus recording additional restructuring charges of $ 0.3 million for facility realignment and $ 0.6 million for non-cash asset impairments of furniture and leasehold improvements in discontinued operations for the year ended December 31, 2010. See Note 4, Discontinued Operations, for further information regarding the discontinued operations of TVG. As of December 31, 2013, all of the space in Dresher, Pennsylvania has been subleased. These subleases run through the end of the facility's lease term, November 2016. Schaumburg, Illinois Facility In December 2011, the Company sold certain assets of its Pharmakon business unit, vacated the business units' Schaumburg, Illinois facility and recorded a facility realignment charge of $ 0.4 million in discontinued operations. During the first quarter of 2012, the Company secured a sublease for the approximately 6,700 square feet of office space in Schaumburg, Illinois. This sublease ended in February 2015. There were no significant facility realignment charges during the years ended December 31, 2015 and 2014. The following table presents a reconciliation of the restructuring charges during the years ended December 31, 2015 and 2014 to the balances as of December 31, 2015 and 2014 , which is included in other accrued expenses ( $0.1 million and $ 0.6 million, respectively) and for the year ended December 31, 2014 in long-term liabilities ($ 0.1 million): Interpace Diagnostics Discontinued Operations Total Balance as of January 1, 2014 $ 1,125 $ 837 $ 1,962 Accretion 112 30 142 Adjustments — (16 ) (16 ) Payments (677 ) (644 ) (1,321 ) Balance as of December 31, 2014 560 207 767 Accretion 112 27 139 Adjustments — — — Payments (629 ) (143 ) (772 ) Balance as of December 31, 2015 $ 43 $ 91 $ 134 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2015 and 2014 is comprised of the following: 2015 2014 Current: Federal $ (11,244 ) $ — State (725 ) 5 Total current (11,969 ) 5 Deferred: Federal — (4,686 ) State (1,167 ) (349 ) Total deferred (1,167 ) (5,035 ) Benefit from income taxes $ (13,136 ) $ (5,030 ) In February 2015, the Company completed the sale of Group DCA. Group DCA is classified as discontinued operations for reporting purposes. For tax purposes, since the company was sold off in the current year, any existing cumulative differences were reduced to zero. For financial statement purpose the Company had previously (prior to FY 2015) impaired certain intangible assets and goodwill associated with the DCA business. In December 2015, the Company completed the sale of its CSO business to Publicis Healthcare Communications Group under a definitive asset purchase agreement for a total aggregate cash payment of $28.5 million . The Company prior to the sale of the CSO Business operated under two segments: Commercial Services and Interpace Diagnostics. The CSO Business is reported under discontinued operations and the Diagnostics segment is reported on continuing operations. The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company's recent operating results and projections of future income weighed heavily in the Company's overall assessment. As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred tax assets at December 31, 2015 as the Company believes that it is more likely than not that these assets will not be realized. A portion of the deferred tax liability that was recorded in purchase accounting in the prior year served a source of future income to support realization of some of its pre-acquisition deferred tax assets. In prior year, the valuation release associated with realization of the pre-acquisition deferred tax assets resulted in an income tax benefit of approximately $1.1 million to be recorded in connection with purchase accounting as ASC 805. In the current year, the company had sufficient deferred tax assets to absorb the $1.1 million of deferred tax liability previously recorded and as a result, there will be a full Valuation Allowance in consolidation and no separate company deferred tax liability recorded. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2015 and 2014 are as follows: 2015 2014 Deferred tax assets included in other current assets: Allowances and reserves $ 8,458 $ 4,769 Compensation 2,176 3,637 Valuation allowance on deferred tax assets (10,634 ) (7,046 ) Current deferred tax assets $ — $ 1,360 Noncurrent deferred tax assets and liabilities: State net operating loss carryforwards $ 7,126 $ 5,534 Federal net operating loss carryforwards 46,166 41,466 Credit carryforward 248 150 State taxes 1,124 1,124 Self insurance and other reserves — 509 Property, plant and equipment 2,350 2,332 Intangible assets (10,992 ) (5,746 ) Other reserves - restructuring 208 181 Deferred revenue 4 5 Valuation allowance on deferred tax assets (46,234 ) (48,080 ) Noncurrent deferred tax liabilities, net $ — $ (2,525 ) The Company's current deferred tax asset and noncurrent deferred tax liability are included within Other current assets and Other long-term liabilities , respectively, within the consolidated balance sheet as of December 31, 2014. Federal tax attribute carryforwards at December 31, 2015 , consist primarily of approximately $ 132.0 million of federal net operating losses. In addition, the Company has approximately $ 132.2 million of state net operating losses carryforwards. The utilization of the federal carryforwards as an available offset to future taxable income is subject to limitations under federal income tax laws. If the federal net operating losses are not utilized, they begin to expire in 2027, and current state net operating losses not utilized begin to expire this year. A reconciliation of the difference between the federal statutory tax rates and the Company's effective tax rate from continuing operations is as follows: 2015 2014 Federal statutory rate 35.0 % 35.0 % State income tax rate, net of Federal tax benefit 2.1 % 2.7 % Meals and entertainment (0.1 )% — % Contingent consideration 6.2 % — % Goodwill impairment (12.4 )% — % Valuation allowance (27.7 )% (10.3 )% Other non-deductible (0.6 )% (0.2 )% Discontinued operations allocation 27.1 % — % Net change in Federal and state reserves — % — % Effective tax rate 29.6 % 27.2 % The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2015 : Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2014 $ 1,117 Additions for tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years — Balance as of December 31, 2014 $ 1,117 Additions for tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years — Balance as of December 31, 2015 $ 1,117 As of December 31, 2015 and 2014 , the total amount of gross unrecognized tax benefits was $ 1.1 million in each year. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2015 and 2014 was $ 1.1 million in each year. The Company recognized interest and penalties of $ 0.2 million related to uncertain tax positions in income tax expense during each of the years ended December 31, 2015 and 2014 . At December 31, 2015 and 2014 , accrued interest and penalties, net were $ 2.4 million and $ 2.2 million, respectively, and included in the Other long-term liabilities in the consolidated balance sheets. The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2015 : Jurisdiction Tax Years Federal 2012 - 2015 State and Local 2011 - 2015 To the extent there was a failure to file a tax return in a previous year; the statute of limitation will not begin until the return is filed. There were no examinations in process by the Internal Revenue Service as of December 31, 2015 . In 2014, the Company was selected for examination by the Internal Revenue Service for the tax periods ending December 31, 2012 and December 31, 2011. |
Historical Basic and Diluted Ne
Historical Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Historical Basic and Diluted Net Loss per Share A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2015 and 2014 is as follows: Years Ended December 31, 2015 2014 Basic weighted average number of common shares 15,475 14,901 Potential dilutive effect of stock-based awards — — Diluted weighted average number of common shares 15,475 14,901 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive: Years Ended December 31, 2015 2014 Options — 25,000 Stock-settled stock appreciation rights (SARs) 1,026,915 1,479,756 Restricted stock and restricted stock units (RSUs) — 711,003 Performance contingent SARs — 188,165 1,026,915 2,403,924 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information The accounting policies followed by the Company's molecular diagnostics business are described in Note 1, Nature of Business and Significant Accounting Policies. Effective December 31, 2015 , the Company has one reporting segment: the Company's molecular diagnostics business, after the divestiture of its Commercial Services business on December 22, 2015. The Company realigned its reporting segments due to the integration of RedPath and acquiring certain assets from Asuragen, to reflect the Company's current and going forward business strategy. The Company's current reporting segment structure is reflective of the way the Company's management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. The Company's molecular diagnostics business focuses on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. Through the Company's molecular diagnostics business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are principally focused on early detection of high potential progressors to cancer. Customers in the Company's molecular diagnostics segment consist primarily of physicians, hospitals and clinics. The service offerings throughout the segment have similar long-term average gross margins, contract terms, types of customers and regulatory environments. They are promoted through one centrally managed marketing group and the chief operating decision maker views their results on a combined basis. |
Investment in Non-Controlled En
Investment in Non-Controlled Entity and Other Arrangements (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Investments in Non-controlled entities [Abstract] | |
Cost-method Investments, Description [Text Block] | Investment in Privately Held Non-Controlled Entity and Other Arrangements In August 2013, the Company 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, the Company 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 has the option to contribute an additional $0.5 million for mutually agreed upon activities in furtherance of collaboration efforts. If the Company purchased the outstanding common stock of Prolias, in addition to the option price based on the achievement of milestones, beginning in 2015, Interpace Diagnostics Group, Inc. (formerly PDI, Inc.) would have paid a royalty of 7% on annual net revenue up to $50.0 million with escalating royalty percentages for higher annual net revenue capped at 11% for annual net revenue in excess of $100.0 million . In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and impaired the initial investment of $1.5 million in Asset impairments within the consolidated statement of comprehensive loss. Through June 30, 2014, the Company loaned Prolias approximately $0.7 million bearing a 4% interest rate. As of December 31, 2015, the loan balance was $0.6 million . The Company recorded the loan receivable within Other current assets in the Condensed Consolidated Balance Sheets. In the fourth quarter of 2014, the Company fully reserved for the loan, recording a charge of approximately $0.6 million in Asset impairments with the consolidated statement of comprehensive loss. 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, Interpace Diagnostics Group, Inc. (formerly PDI, Inc.) was responsible for all U.S.-based marketing and promotion of CardioPredict ® , while Transgenomic would be responsible for processing CardioPredict ® in its state-of-the-art CLIA lab and all customer support. Both parties were responsible for their respective expenses. Subsequently, the Company has determined that it would not enter into the second phase of the collaboration agreement with Transgenomic and notified Transgenomic of its decision to terminate the collaboration agreement effective June 30, 2014. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 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 . In December 2015, pursuant to the sale of the CSO business, the Note was amended so that the CSO sales proceeds would not have to be applied against the Note payable balance. 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 $7.5 million . During the years ended December 31, 2015 and 2014, the Company accreted approximately $0.8 million and $0.1 million into interest expense, respectively. As of December 31, 2015 , the balance of the Note is approximately $8.4 million and the unamortized discount is $2.3 million . Principal payments due related to the long-term debt over next three years are as follows: 2016 2017 2018 Subordinated note $ 1,334 $ 5,335 $ 4,001 In addition, the Company entered into the Credit Agreement with the Agent and the Lenders in connection with the Transaction in the aggregate principal amount of $20.0 million (the Loan). The maturity date of the loan was October 31, 2020 . 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 were being accreted as interest expense over the life of the loan using the effective interest method. The Company was also obligated to pay a $0.8 million exit fee which the Company was also accreting to interest expense over the life of the Loan. During the year ended December 31, 2014 the Company accreted less than $0.1 million into interest expense and recorded the liability within Other long-term liabilities in the consolidated balance sheet. The Company was also make a mandatory prepayment in connection with the disposition of certain of the Company’s assets. As of December 31, 2014 the balance of the Loan, net of unamortized debt discount, was $18.8 million . 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 consolidated balance sheet. These deferred financing costs were being amortized to interest expense using the effective interest method over the term of the Credit Facility. Upon the sale of Commercial Services on December 22, 2015, the Company used a portion of the net proceeds from the transaction to pay the balance of the outstanding loan in the aggregate principal amount of $20.0 million , an exit fee and expenses of approximately $1.6 million . In connection with the termination of the Credit Agreement, the Guarantee and Collateral Agreement, dated October 31, 2014, by the Company and certain of its subsidiaries in favor of the Agent was also terminated on December 22, 2015. In connection with paying off the outstanding loan the Company incurred approximately $1.9 million in expense consisting of $1.4 million in exit fee expense (which consists of the $1.6 million exit fee paid, less the exit fee amortization already expensed of $0.2 million), $0.2 million in accelerated deferred financing costs, and $0.3 million in the acceleration of the origination fee, all of which reside in loss on extinguishment of debt expense within operating expenses. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | 22. Supplemental Cash Flow Information The following table represents cash flows provided by (used in) the Company's discontinued operations for the years ended December 31, 2015 and 2014: For The Years Ended December 31, 2015 2014 Net cash provided by (used in) operating activities of discontinued operations $ 9,160 $ (1,254 ) Net cash provided by (used in) investing activities of discontinued operations $ 26,721 $ (1,287 ) |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2015 AND 2014 ($ in thousands) Balance at Additions (Reductions) Balance at Beginning Charged to Deductions end Description of Period Operations and Other (1) of Period 2015 Allowance for doubtful accounts $ — 802 — $ 802 Allowance for doubtful notes $ 1,626 20 — $ 1,646 Tax valuation allowance $ 55,126 — 1,742 $ 56,868 2014 Allowance for doubtful accounts $ 9 — (9 ) $ — Allowance for doubtful notes $ 1,040 586 — $ 1,626 Tax valuation allowance $ 53,534 (4,991 ) 6,583 $ 55,126 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif31
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for business combinations, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, revenue recognition, income tax accruals, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. See Note 4, Discontinued Operations for further information |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Receivables and Allowance for Doubtful Accounts |
Investment, Policy [Policy Text Block] | Loans and Investments in Privately Held Entities From time-to-time, the Company makes investments in and/or loans to privately-held companies. The Company determines whether the fair values of any investments in privately held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, asset quality and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. As of December 31, 2013, the Company had an investment in a privately held non-controlled entity of $ 1.5 million accounted for in accordance with Accounting Standards Codification, or ASC, 325-20 Investments Other - Cost Method Investments. In the fourth quarter of 2014, the Company identified events that have had an adverse effect on the fair value of this cost-method investment and recorded a charge within continuing operations. On a quarterly basis, the Company reviews outstanding loans receivable to determine if a provision for doubtful notes is necessary. These reviews include discussions with senior management of the investee, and evaluations of, among other things, the investee’s progress against its business plan, its product development activities and customer base, industry market conditions, historical and projected financial performance, expected cash needs and recent funding events. Subsequent cash receipts on the outstanding interest are applied against the outstanding interest receivable balance and the corresponding allowance. As of December 31, 2015 and 2014, the Company had a loan receivable balance of $ 1.3 million , with a third party, respectively, which was fully reserved for. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests require significant management judgments and estimates. These estimates are made based on, among other factors, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. The Company tests its goodwill for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in its expected future cash flows; a sustained, significant decline in its stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and its consolidated financial results. If the Company's projected long-term sales growth rate, profit margins, or terminal rate change, or the assumed weighted-average cost of capital is considerably higher, future testing may indicate impairment in this reporting unit and, as a result, all or a portion of these assets may become impaired. The Company tests its goodwill for impairment at the business (reporting) unit level. The Company has one reporting unit, which has goodwill. Prior to the sale of the Commercial Services business in December 2015, the Company had two reporting units, Commercial Services and Interpace Diagnostics. Effective December 31, 2015 , the Company has one reporting unit and segment: the Company's molecular diagnostics business. The Company's current reporting segment structure is reflective of the way the Company's management views the business, makes operating decisions and assesses performance. Step 1 of the Company's goodwill impairment test compares the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, the amount of the impairment loss, if any, must be measured in a Step 2 Analysis. Under Step 1, the Company estimated the fair value of the reporting unit using a market capitalization approach with an implied control premium. The fair value of the reporting unit was less than the carrying amount of the reporting unit; as such, the Company failed Step 1 and proceeded to assess any impairment loss in Step 2. In Step 2, the amount of the impairment loss, if any, is measured by comparing the implied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. The fair value of goodwill is valued in the same manner that goodwill is calculated in a business combination. The entity should allocate the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. The excess “purchase price” over the amounts assigned to assets and liabilities would be the implied fair value of goodwill. This allocation would be performed only for purposes of testing goodwill for impairment and entities would not record the “step-up” in net assets or any unrecognized intangible assets. The Company utilized a Market Approach to determine the Equity Value of the Company in order to calculate the total assets to be allocated. The Company assumed that all of the Company's assets and liabilities on the balance sheet approximated fair value, except for the Contingent Consideration liability and any identifiable intangible Assets. For the Contingent Consideration liability and identifiable intangible assets, the Company utilized the Multi-Period Excess Earnings Method (MPEEM) under the income approach to measure fair value. The key assumptions used in the model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. While the Company uses available information to prepare estimates and to perform impairment evaluations, actual results could differ significantly from these estimates or related projections, resulting in impairment related to recorded intangible asset balances. During the Company's 2015 annual impairment test of goodwill, it was determined that the goodwill was impaired and the entire balance should be written off, mainly due to the decline in market capitalization and reduced forecast expectations. As a result the Company recognized an impairment loss of $15.7 million . |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During 2015, as a result of the decline in market capitalization and other indicators, such as reduced forecast expectations, the Company reviewed the recoverability of long-lived assets and finite-lived intangible assets. The Company concluded that the carrying value of such assets were recoverable as of December 31, 2015, and no impairment of such assets was necessary. During the year ended December 31, 2014, $0.7 million of long-lived assets were impaired within loss from discontinued operations related to the disposition of Group DCA. See Note 9, Goodwill and Other Intangible Assets for further information. |
Liability Reserve Estimate, Policy [Policy Text Block] | Self-Insurance Accruals The Company is self-insured for benefits paid under employee healthcare programs. The Company’s liability for healthcare claims is estimated using an underwriting determination which is based on the current year’s average lag days between when a claim is incurred and when it is paid. The Company maintains stop-loss coverage with third-party insurers to limit its total exposure on all of these programs. Periodically, the Company evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. Management reviews the self-insurance accruals on a quarterly basis. Actual results may vary from these estimates, resulting in an adjustment in the period of the change in estimate. Prior to October 1, 2008, the Company was also self-insured for certain losses for claims filed and claims incurred but not reported relating to workers’ compensation and automobile-related liabilities for Company-leased cars. Beginning October 1, 2008, the Company became fully-insured through an outside carrier for these losses. The Company’s liability for claims filed and claims incurred but not reported prior to October 1, 2008 is estimated on an actuarial undiscounted basis supplied by our insurance brokers and insurers using individual case-based valuations and statistical analysis. These estimates are based upon judgment and historical experience. However, the final cost of many of these claims may not be known for five years or more after filing of the claim. As of December 31, 2015, the Company had no outstanding claims filed and claims incurred but not reported for self-insured automobile-related liabilities. At December 31, 2015 and 2014 , self-insurance accruals totaled $ 0.6 million and $ 0.5 million, respectively, of which $0.1 million for both periods is included in other accrued expenses within continuing operations and $0.5 million and $0.4 million is in current liabilities from discontinued operations on the consolidated balance sheet at December 31, 2015 and 2014, respectively. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is currently involved in certain legal proceedings and, as required, the Company has accrued its estimate of the probable costs for the resolution of these claims. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Predicting the outcome of claims and litigation, and estimating related costs and exposures, involves substantial uncertainties that could cause actual costs to vary materially from estimates. In connection with the October 31, 2014 acquisition of RedPath the Company assumed a liability for a January 2013 settlement agreement entered into by the former owners of RedPath with the United States Department of Justice, or DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ. These payments are due March 31st following the calendar year that the revenue milestones are achieved. The Company has been indemnified by the former owners of RedPath for a portion of the obligation and have recorded an indemnification asset and liability of that amount within other non-current assets and other long-term liabilities. See Note 12, Commitments and Contingencies for further information. |
Revenue Recognition, Sales of Services [Policy Text Block] | Revenue and Cost of Services The Company's revenue is generated using the Company's proprietary tests. The Company's performance obligation is fulfilled upon completion, review and release of test results and subsequently billing the third-party payor or hospital. The Company recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. Amounts not collected are charged to bad debt expense. Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that insurance declines to reimburse us. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue is only recognized upon the earlier of payment notification or cash receipt. Accordingly, the Company recognizes revenue from commercial insurance carriers and governmental programs without a contract, when payment is received. Persuasive evidence of an arrangement exists and delivery is deemed to have occurred upon completion, review, and release of the test results by the Company and then subsequently billing the third-party payor or hospital. The assessment of the fixed or determinable nature of the fees charged for diagnostic testing performed, and the collectability of those fees, requires significant judgment by management. Management believes that these two criteria have been met when there is contracted reimbursement coverage or a predictable pattern of collectability with individual third-party payors or hospitals and accordingly, recognizes revenue upon delivery of the test results. In the absence of contracted reimbursement coverage or a predictable pattern of collectability, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon request of third-party payor notification of payment or when cash is received, and recognizes revenue at that time. Cost of services consists primarily of the costs associated with operating the Company's laboratories and other costs directly related to the Company's tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, and facility expenses. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option pricing model to determine the fair value of stock options and SARs. The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. |
Lease, Policy [Policy Text Block] | Rent Expense Minimum rental expenses are recognized over the term of the lease. The Company recognizes minimum rent starting when possession of the property is taken from the landlord, which may include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. |
Income Tax, Policy [Policy Text Block] | Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. The Company believes that any potential audit adjustments will not have a material adverse effect on its financial condition or liquidity. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. |
Earnings Per Share, Policy [Policy Text Block] | Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. |
Nature of Business and Signif32
Nature of Business and Significant Accounting Policies other current assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other current assets [Abstract] | |
Schedule of Other Assets [Table Text Block] | Other current assets Other current assets consisted of the following as of December 31, 2015 and 2014 : December 31, December 31, 2014 Indemnification asset $ 875 $ 875 Letters of credit 360 326 Other receivables 1,048 1,676 Prepaid expenses 180 367 Deferred tax asset — 1,359 Other 106 1,038 $ 2,569 $ 5,641 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | A reconciliation of the gain on sale for the Company's Commercial Services business is as follows: (in thousands) Gain on Sale Purchase price $ 25,467 Working capital adjustment 3,067 Total consideration 28,534 Assets and liabilities sold, net (5,311 ) Transaction costs (1,806 ) Gain on sale $ 21,417 * The table below presents the significant components of Commercial Services, Group DCA's, Pharmakon's and TVG’s results included in Loss from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the years ended December 31, 2015 and 2014 . For the Years Ended December 31, 2015 2014 Revenue, net $ 134,850 $ 121,874 Income (loss) from discontinued operations 10,341 (2,310 ) Gain (loss) on sale of assets 21,634 — Income (loss) from discontinued operations, before tax 31,975 (2,310 ) Income tax expense 12,261 297 Income (loss) from discontinued operations, net of tax $ 19,714 $ (2,607 ) The assets and liabilities classified as discontinued operations relate to Commercial Services, Group DCA, Pharmakon, and TVG. As of December 31, 2015 and December 31, 2014 , these assets and liabilities are in the accompanying balance sheets as follows: For the Years Ended December 31, 2015 2014 CSO DCA/TVG Total CSO DCA/TVG Total Accounts receivable, net $ 3,296 $ — $ 3,296 $ 4,669 $ — $ 4,669 Unbilled receivable, net 16 — 16 5,684 — 5,684 Other 2,062 — 2,062 1,818 — 1,818 Current assets from discontinued operations 5,374 — 5,374 12,171 — 12,171 Property and equipment, net 190 — 190 1,391 — 1,391 Other — 150 150 — 2,058 2,058 Long-term assets from discontinued operations 190 150 340 1,391 2,058 3,449 Total assets $ 5,564 $ 150 $ 5,714 $ 13,562 $ 2,058 $ 15,620 Accounts payable $ 3,767 $ — $ 3,767 $ 2,077 $ 69 $ 2,146 Unearned contract revenue 11 — 11 6,752 — 6,752 Accrued salary and bonus 3,036 — 3,036 5,580 547 6,127 Other 5,092 358 5,450 4,598 2,273 6,871 Current liabilities from discontinued operations 11,906 358 12,264 19,007 2,889 21,896 Other long-term liabilities — — — — 329 329 Total liabilities $ 11,906 $ 358 $ 12,264 $ 19,007 $ 3,218 $ 22,225 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Consideration | The reconciliation of consideration given for the Acquired Property to the allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: Cash $ 8,000 Transition services obligation 500 Contingent consideration 4,476 Total consideration $ 12,976 Thyroid $ 8,519 Pancreas 2,882 Biobank 1,575 Acquired intangible assets $ 12,976 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The reconciliation of consideration given for RedPath to the final allocation of the purchase price for the assets and liabilities acquired based on their relative fair values is as follows: Cash $ 13,572 Subordinated note payable 7,517 Cash $ 22,066 Common stock 1,820 Contingent consideration 23,886 Total consideration $ 44,975 Goodwill $ 15,666 Pancreas Test $ 16,141 Barrett's Test 18,351 Acquired intangible assets 34,492 Current assets 5,465 Indemnification asset, long-term - DOJ settlement 2,500 Other long-term assets 366 Current liabilities (4,809 ) DOJ settlement, long-term (indemnified by RedPath) (2,500 ) Deferred income tax liability (6,205 ) Total acquired assets $ 44,975 |
Pro Forma Information | However, pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results. 2014 Revenue $ 9,786 Net loss $ 24,299 Loss per share $ (1.63 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | A rollforward of the carrying value of the contingent consideration from continuing operations from January 1, 2015 to December 31, 2015 is as follows: 2015 January 1, Additions Adjustment to Fair Value December 31, Asuragen $ 4,476 $ 152 $ — $ 4,628 RedPath 22,066 — (8,145 ) 13,921 $ 26,542 $ 152 $ (8,145 ) $ 18,549 |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2015 Fair Value Measurements Carrying Fair As of December 31, 2015 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 7,534 $ 7,534 $ 7,534 $ — $ — Money market funds 776 776 776 — — $ 8,310 $ 8,310 $ 8,310 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 58 58 58 — — U.S. Treasury securities 1,115 1,115 1,115 — — Government agency securities 131 131 131 — — $ 1,352 $ 1,352 $ 1,352 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,628 $ 4,628 $ — $ — $ 4,628 RedPath 13,921 13,921 — — 13,921 $ 18,549 $ 18,549 $ — $ — $ 18,549 As of December 31, 2014 Fair Value Measurements Carrying Fair As of December 31, 2014 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 6,836 $ 6,836 $ 6,836 $ — $ — Money market funds 16,275 16,275 16,275 — — $ 23,111 $ 23,111 $ 23,111 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 59 59 59 — — U.S. Treasury securities 1,070 1,070 1,070 — — Government agency securities 317 317 317 — — $ 1,494 $ 1,494 $ 1,494 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,476 $ 4,476 $ — $ — $ 4,476 RedPath 22,066 22,066 — — 22,066 $ 26,542 $ 26,542 $ — $ — $ 26,542 |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table summarizes the goodwill of the Company measured at fair value on a nonrecurring basis as of December 31, 2015 and 2014: Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Goodwill $ — $ — $ — $ — Carrying Amount as of Fair Value Measurements as of December 31, 2014 December 31, 2014 Goodwill $ 15,545 $ — $ — $ 15,545 |
Investments in Marketable Sec36
Investments in Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments Classified by Contractual Maturity Date [Table Text Block] | At December 31, 2015 and 2014 , held-to-maturity investments included: Maturing Maturing December 31, within 1 year after 1 year through 3 years December 31, within 1 year after 1 year through 3 years Cash/money market funds $ 47 $ 47 $ — $ 204 $ 204 $ — US Treasury securities 1,115 341 774 1,070 105 965 Government agency securities 131 — 131 317 225 92 Total $ 1,293 $ 388 $ 905 $ 1,591 $ 534 $ 1,057 |
Held-to-maturity Securities [Table Text Block] | At December 31, 2015 and December 31, 2014 , held-to-maturity investments were recorded in the following accounts: December 31, December 31, Other current assets $ 388 $ 534 Other long-term assets 905 1,057 Total $ 1,293 $ 1,591 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following as of December 31, 2015 and 2014 : December 31, 2015 2014 Furniture and fixtures $ 2,862 $ 2,830 Office equipment 2,475 2,228 Computer equipment 3,476 3,023 Internal-use software 7,438 7,311 Leasehold improvements 4,762 4,727 21,013 20,119 Less accumulated depreciation (19,553 ) (18,326 ) $ 1,460 $ 1,793 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | A rollforward of the carrying value of goodwill from continuing operations from January 1, 2014 to December 31, 2015 is as follows: 2015 January 1, Additions Adjustments Impairments December 31, RedPath $ 15,545 $ — $ 121 $ (15,666 ) $ — 2014 RedPath $ — $ 15,545 $ — $ — $ 15,545 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The net carrying value of the identifiable intangible assets as of December 31, 2015 and December 31, 2014 is as follows: As of December 31, 2015 As of December 31, 2014 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas 7 2,882 2,882 Biobank 4 1,575 1,575 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 47,468 $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (4,585 ) $ (773 ) Net Carrying Value $ 43,492 $ 47,304 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for the next five years is as follows: 2016 2017 2018 2019 2020 $ 4,889 $ 6,097 $ 5,949 $ 5,703 $ 5,703 |
Accrued Expenses and Long-Ter39
Accrued Expenses and Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Other accrued expenses consisted of the following as of December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 Facilities realignment accrual 43 517 Self insurance accruals 137 111 Indemnification liability 875 875 Contingent consideration 659 633 Acquisition related costs — 1,225 Rent payable 127 348 DOJ settlement 250 500 Accrued interest — 465 Accrued professional fees 775 626 Taxes payable 591 477 Unclaimed property 546 539 All others 1,958 1,635 $ 5,961 $ 7,951 |
Schedule of Other Assets and Other Liabilities [Table Text Block] | ong-term liabilities consisted of the following as of December 31, 2015 and 2014 : December 31, December 31, 2014 Rent payable $ 52 $ 209 Uncertain tax positions 3,425 3,267 Deferred tax liability — 2,525 Facilities realignment accrual — 43 DOJ settlement (indemnified by RedPath) 2,500 2,500 Other 201 270 $ 6,178 $ 8,814 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of December 31, 2015 , contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Contingent consideration (1) $ 18,549 $ 659 $ 7,095 $ 4,451 $ 6,344 Contractual obligations (2) 46 46 — — — Operating lease obligations: Minimum lease payments 2,388 2,103 285 — — Less minimum sublease rentals (3) (753 ) (753 ) — — — Net minimum lease payments 1,635 1,350 285 — — Total $ 20,230 $ 2,055 $ 7,380 $ 4,451 $ 6,344 (1) Amounts represent contingent royalty and milestone payments in connection with the Company's 2014 acquisitions based on annual net sales and the launch of the diagnostic tests acquired. (2) Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. (3) As of December 31, 2015, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility and the Dresher, Pennsylvania facility. These subleases will provide aggregated lease income of approximately $ 1.9 million and $ 1.3 million, respectively, over the lease periods. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | December 31, 2015 December 31, 2014 Risk-free interest rate 1.02 % 0.75 % Expected life 3.5 3.5 Expected volatility 54.47 % 48.15 % |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The impact of SARs, performance shares, RSUs and restricted stock on net loss for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 SARs $ 823 $ 727 Performance awards 254 98 RSUs and restricted stock 2,940 1,299 Total stock-based compensation expense $ 4,017 $ 2,124 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | A summary of stock option and SARs activity for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Average Grant Price Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2015 1,692,921 $5.12 3.40 $ 4 Granted 24,575 $1.33 2.73 $ — Exercised — — Forfeited or expired (690,581 ) $5.65 Outstanding at December 31, 2015 1,026,915 $4.67 2.74 $ — Vested and exercisable at December 31, 2015 1,026,915 $4.67 2.74 $ — |
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] | A summary of the status of the Company’s nonvested SARs for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 1,255,565 $ 1.72 Granted 24,575 $ 0.53 Vested (1,002,652 ) $ 1.66 Forfeited (277,488 ) $ 1.84 Nonvested at December 31, 2015 — $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company’s nonvested shares of restricted stock and restricted stock units for the year ended December 31, 2015 , and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Nonvested at January 1, 2015 711,003 $ 2.81 1.70 $ 1,273 Granted 1,343,178 $ 1.73 0 $ — Vested (1,966,930 ) $ 2.73 Forfeited (87,251 ) $ 3.61 Nonvested at December 31, 2015 — $ — 0 $ — |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Concentration Risk [Line Items] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | The following sets forth the net revenue generated by revenue channel accounted for more than 10% of the Company's revenue from continuing operations during the period presented. Year Ended December 31, Customer 2015 Medicare $ 4,046 Medicare Advantage $ 1,700 Client Billings $ 1,944 Commercial Payors $ 1,252 |
Facilities Realignment (Tables)
Facilities Realignment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table presents a reconciliation of the restructuring charges during the years ended December 31, 2015 and 2014 to the balances as of December 31, 2015 and 2014 , which is included in other accrued expenses ( $0.1 million and $ 0.6 million, respectively) and for the year ended December 31, 2014 in long-term liabilities ($ 0.1 million): Interpace Diagnostics Discontinued Operations Total Balance as of January 1, 2014 $ 1,125 $ 837 $ 1,962 Accretion 112 30 142 Adjustments — (16 ) (16 ) Payments (677 ) (644 ) (1,321 ) Balance as of December 31, 2014 560 207 767 Accretion 112 27 139 Adjustments — — — Payments (629 ) (143 ) (772 ) Balance as of December 31, 2015 $ 43 $ 91 $ 134 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Examination [Line Items] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the difference between the federal statutory tax rates and the Company's effective tax rate from continuing operations is as follows: 2015 2014 Federal statutory rate 35.0 % 35.0 % State income tax rate, net of Federal tax benefit 2.1 % 2.7 % Meals and entertainment (0.1 )% — % Contingent consideration 6.2 % — % Goodwill impairment (12.4 )% — % Valuation allowance (27.7 )% (10.3 )% Other non-deductible (0.6 )% (0.2 )% Discontinued operations allocation 27.1 % — % Net change in Federal and state reserves — % — % Effective tax rate 29.6 % 27.2 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The benefit from income taxes on continuing operations for the years ended December 31, 2015 and 2014 is comprised of the following: 2015 2014 Current: Federal $ (11,244 ) $ — State (725 ) 5 Total current (11,969 ) 5 Deferred: Federal — (4,686 ) State (1,167 ) (349 ) Total deferred (1,167 ) (5,035 ) Benefit from income taxes $ (13,136 ) $ (5,030 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 Deferred tax assets included in other current assets: Allowances and reserves $ 8,458 $ 4,769 Compensation 2,176 3,637 Valuation allowance on deferred tax assets (10,634 ) (7,046 ) Current deferred tax assets $ — $ 1,360 Noncurrent deferred tax assets and liabilities: State net operating loss carryforwards $ 7,126 $ 5,534 Federal net operating loss carryforwards 46,166 41,466 Credit carryforward 248 150 State taxes 1,124 1,124 Self insurance and other reserves — 509 Property, plant and equipment 2,350 2,332 Intangible assets (10,992 ) (5,746 ) Other reserves - restructuring 208 181 Deferred revenue 4 5 Valuation allowance on deferred tax assets (46,234 ) (48,080 ) Noncurrent deferred tax liabilities, net $ — $ (2,525 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2015 : Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2014 $ 1,117 Additions for tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years — Balance as of December 31, 2014 $ 1,117 Additions for tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years — Balance as of December 31, 2015 $ 1,117 |
Historical Basic and Diluted 45
Historical Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2015 and 2014 is as follows: Years Ended December 31, 2015 2014 Basic weighted average number of common shares 15,475 14,901 Potential dilutive effect of stock-based awards — — Diluted weighted average number of common shares 15,475 14,901 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive: Years Ended December 31, 2015 2014 Options — 25,000 Stock-settled stock appreciation rights (SARs) 1,026,915 1,479,756 Restricted stock and restricted stock units (RSUs) — 711,003 Performance contingent SARs — 188,165 1,026,915 2,403,924 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Principal payments due related to the long-term debt over next three years are as follows: 2016 2017 2018 Subordinated note $ 1,334 $ 5,335 $ 4,001 |
Supplemental Cash Flow Inform47
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following table represents cash flows provided by (used in) the Company's discontinued operations for the years ended December 31, 2015 and 2014: For The Years Ended December 31, 2015 2014 Net cash provided by (used in) operating activities of discontinued operations $ 9,160 $ (1,254 ) Net cash provided by (used in) investing activities of discontinued operations $ 26,721 $ (1,287 ) |
Nature of Business and Signif48
Nature of Business and Significant Accounting Policies (Loan receivable) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Self Insurance Reserve | $ 600,000 | $ 500,000 | |
Loans Receivable, Net | 600,000 | 1,336,000 | $ 700,000 |
Loans and Leases Receivable, Gross | 1,300,000 | ||
Continuing Operations [Member] | |||
Self Insurance Reserve | $ 100,000 | $ 100,000 |
Nature of Business and Signif49
Nature of Business and Significant Accounting Policies (Long-lived assets) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Mar. 31, 2012ft² | Sep. 30, 2011ft² | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Goodwill impairment | $ 15,666 | $ 0 | |||||
Gain (Loss) on Disposition of Business | 1,200 | ||||||
Other Asset Impairment Charges | 700 | ||||||
Asset Impairment Charges | $ 600 | $ 635 | 2,086 | ||||
Net Rentable Area | ft² | 6,700 | 47,000 | |||||
Discontinued Operations [Member] | |||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Asset Impairment Charges | $ 600 | $ 700 | |||||
Marketing Services [Member] | |||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Asset Impairment Charges | $ 600 |
Nature of Business and Signif50
Nature of Business and Significant Accounting Policies (Self Insurance) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Self Insurance Reserve | $ 0.6 | $ 0.5 |
Continuing Operations [Member] | ||
Self Insurance Reserve | 0.1 | 0.1 |
Discontinued Operations [Member] | ||
Self Insurance Reserve | $ 0.5 | $ 0.4 |
Nature of Business and Signif51
Nature of Business and Significant Accounting Policies (Contracts) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Entity-Wide Revenue, Major Customer, Percentage | 10.00% |
Nature of Business and Signif52
Nature of Business and Significant Accounting Policies Loans and investments (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Sep. 30, 2013 |
Loans and Investments [Abstract] | ||
Cost Method Investments | $ 1.5 | $ 1.5 |
Nature of Business and Signif53
Nature of Business and Significant Accounting Policies Software treatment (Details) $ in Millions | Dec. 31, 2015USD ($) |
Software [Abstract] | |
Capitalized Computer Software, Gross | $ 0.5 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and Cash Equivalents, at Carrying Value | $ 8,310 | $ 23,111 | $ 45,639 |
Accounts Receivable, Net | 2,806 | 3,836 | |
Gross Billings | 15,300 | ||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (44,206) | (18,496) | |
Net Cash Provided by (Used in) Operating Activities | (19,842) | (16,378) | |
Net proceeds from sale of assets | $ 26,751 | $ 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Business Acquisition, Transaction Costs | $ 0 | $ (1,225) |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Revenue, net | 134,850 | 121,874 |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 10,341 | (2,310) |
Income (loss) from discontinued operations | 31,975 | (2,310) |
Income tax expense | 12,261 | 297 |
Income (loss) from discontinued operations, net of tax | 19,714 | (2,607) |
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 3,296 | 4,669 |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 16 | 5,684 |
Other | 2,062 | 1,818 |
Disposal Group, Including Discontinued Operation, Assets, Current | 5,374 | 12,171 |
Property and equipment, net | 190 | 1,391 |
Other | 150 | 2,058 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 340 | 3,449 |
Disposal Group, Including Discontinued Operation, Assets | 5,714 | 15,620 |
Total assets | (5,311) | |
Accounts payable | 3,767 | 2,146 |
Unearned contract revenue | 11 | 6,752 |
Accrued salary and bonus | 3,036 | 6,127 |
Other | 5,450 | 6,871 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 12,264 | 21,896 |
Other long-term liabilities | 0 | 329 |
Total liabilities | 12,264 | 22,225 |
Commercial Services [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | 28,500 | |
Gain (Loss) on Disposition of Assets | 21,417 | |
Business Acquisition, Transaction Costs | (1,806) | |
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 3,296 | 4,669 |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 16 | 5,684 |
Other | 2,062 | 1,818 |
Disposal Group, Including Discontinued Operation, Assets, Current | 5,374 | |
Property and equipment, net | 190 | 1,391 |
Other | 0 | 0 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 190 | 1,391 |
Disposal Group, Including Discontinued Operation, Assets | 5,564 | 13,562 |
Accounts payable | 3,767 | 2,077 |
Unearned contract revenue | 11 | 6,752 |
Accrued salary and bonus | 3,036 | 5,580 |
Other | 5,092 | 4,598 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 11,906 | 19,007 |
Other long-term liabilities | 0 | 0 |
Total liabilities | 11,906 | 19,007 |
Other Discontinued Operations [Member] | ||
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | ||
Accounts receivable, net | 0 | 0 |
Other | 0 | 0 |
Property and equipment, net | 0 | 0 |
Other | 150 | 2,058 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 150 | 2,058 |
Disposal Group, Including Discontinued Operation, Assets | 150 | 2,058 |
Accounts payable | 0 | 69 |
Unearned contract revenue | 0 | 0 |
Accrued salary and bonus | 0 | 547 |
Other | 358 | 2,273 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 358 | 2,889 |
Other long-term liabilities | 0 | 329 |
Total liabilities | 358 | $ 3,218 |
Group DCA [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain (Loss) on Disposition of Assets | 200 | |
Base Cash Price [Member] | Commercial Services [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | 25,500 | |
Working Capital Adjustment [Member] | Commercial Services [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 3,100 |
Acquisition (Details)
Acquisition (Details) $ / shares in Units, sample in Thousands, $ in Thousands | Oct. 31, 2014USD ($)installment$ / sharesshares | Aug. 13, 2014USD ($)sample | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 22, 2015USD ($) | Aug. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||
Cash paid to acquire business | $ 0 | $ 13,359 | ||||
Finite-lived intangible assets, gross | 47,468 | 47,468 | ||||
Contingent consideration - deferred payments | $ 18,549 | $ 26,542 | $ 500 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Exit Fee | $ 1,400 | |||||
Goodwill | 0 | $ 15,545 | ||||
FDIC indemnification asset, acquisitions | $ 2,500 | |||||
Interpace Diagnostics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Assets acquired, samples | sample | 5 | |||||
Cash paid to acquire business | $ 8,000 | |||||
Transition services obligation | 500 | |||||
Other Commitment | 500 | |||||
Finite-lived intangible assets, gross | $ 13,000 | |||||
Finite-lived intangible asset, useful life | 7 years 10 months 24 days | |||||
Contingent consideration - deferred payments | $ 4,476 | |||||
Total consideration | $ 12,976 | |||||
RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid to acquire business | 13,400 | |||||
Transition services obligation | 22,066 | |||||
Contingent consideration - deferred payments | 23,886 | |||||
Working capital adjustment | 1,600 | 0 | 1,820 | |||
Contingent cash payments on annual net sales | 5,000 | |||||
Goodwill | 15,666 | |||||
Total consideration | 44,975 | |||||
RedPath | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration - deferred payments | 13,921 | 22,066 | ||||
Working capital adjustment | 1,800 | |||||
Diagnostic Test - Pancreas | Interpace Diagnostics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 5.00% | |||||
Royalty Percentage Period | 10 years | |||||
Total consideration | $ 2,882 | |||||
Diagnostic Test - Thyroid | Interpace Diagnostics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 3.50% | |||||
Total consideration | $ 8,519 | |||||
Diagnostic Test- Other Thyroid | Interpace Diagnostics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 1.50% | |||||
Royalty Percentage Period | 10 years | |||||
Barrett's Esophagus | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Annual net sales threshold | 14,000 | |||||
Interpace and RedPath | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Annual net sales threshold | $ 37,000 | |||||
Biobank | Interpace Diagnostics, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 1,575 | |||||
Notes Payable, Other Payables | ||||||
Business Acquisition [Line Items] | ||||||
Long-term debt | 8,400 | |||||
Notes Payable, Other Payables | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Number of equal consecutive quarterly installments | installment | 8 | |||||
Stated interest rate | 5.00% | |||||
Long-term debt | $ 7,300 | |||||
Debt discount rate | 13.50% | |||||
Equity interests issued | shares | 500,000 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||
Face amount | $ 11,000 | |||||
Loans | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Long-term debt | $ 18,800 | |||||
Face amount | 20,000 | $ 20,000 | ||||
Proceeds from issuance of debt | 19,600 | |||||
Loan Processing Fee | 300 | |||||
Exit Fee | 800 | |||||
PathFinderTG | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 10.00% | |||||
Annual net sales threshold | 30,000 | |||||
Barrett's Esophagus | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 20.00% | |||||
Annual net sales threshold | 30,000 | |||||
PathFinderTG-Pancreas | RedPath Integrated Pathology, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Royalty Percentage | 6.50% | |||||
Annual net sales threshold | $ 12,000 | |||||
RedPath | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, gross | $ 34,500 | |||||
Finite-lived intangible asset, useful life | 8 years 22 days | |||||
Goodwill | 0 | 15,545 | ||||
Reported Value Measurement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration - deferred payments | 18,549 | 26,542 | ||||
Reported Value Measurement [Member] | RedPath | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration - deferred payments | $ 13,921 | $ 22,066 |
Acquisition Consideration (Deta
Acquisition Consideration (Details) - USD ($) $ in Thousands | Oct. 31, 2014 | Aug. 13, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 |
Business Acquisition [Line Items] | |||||
Goodwill impairment | $ 15,666 | $ 0 | |||
Cash | 0 | 13,359 | |||
Contingent consideration | 18,549 | 26,542 | $ 500 | ||
Change in fair value of contingent consideration | 7,993 | 0 | |||
RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 13,400 | ||||
Transition services obligation | 22,066 | ||||
Contingent consideration | 23,886 | ||||
Total consideration | 44,975 | ||||
Adjustments to Additional Paid in Capital, Other | $ 1,600 | 0 | 1,820 | ||
RedPath | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 13,921 | 22,066 | |||
Adjustments to Additional Paid in Capital, Other | 1,800 | ||||
Change in fair value of contingent consideration | 8,145 | ||||
Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 8,000 | ||||
Transition services obligation | 500 | ||||
Contingent consideration | 4,476 | ||||
Total consideration | 12,976 | ||||
Thyroid | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 8,519 | ||||
Pancreas | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 2,882 | ||||
Biobank | Interpace Diagnostics, LLC | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 1,575 | ||||
Reported Value Measurement [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 18,549 | 26,542 | |||
Reported Value Measurement [Member] | RedPath | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 13,921 | $ 22,066 |
Acquisition Purchase Price Allo
Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Oct. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 |
Business Acquisition [Line Items] | |||||
Subordinated note payable | $ 10,700 | ||||
Contingent consideration | $ 18,549 | $ 26,542 | $ 500 | ||
Goodwill | 0 | 15,545 | |||
Regulatory Liability, Noncurrent | $ 2,500 | $ 2,500 | |||
RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 13,572 | ||||
Cash | 22,066 | ||||
Common stock | 1,820 | ||||
Contingent consideration | 23,886 | ||||
Total consideration | 44,975 | ||||
Goodwill | 15,666 | ||||
Acquired intangible assets | 34,492 | ||||
Current assets | 5,465 | ||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 2,500 | ||||
Other long-term assets | 366 | ||||
Current liabilities | (4,809) | ||||
Regulatory Liability, Noncurrent | (2,500) | ||||
Deferred income tax liability | (6,205) | ||||
Total acquired assets | 44,975 | ||||
Diagnostic Test - Pancreas | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Acquired intangible assets | 16,141 | ||||
Diagnostic Test - Barrett's RedPath | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Acquired intangible assets | 18,351 | ||||
Notes Payable, Other Payables | |||||
Business Acquisition [Line Items] | |||||
Subordinated note payable | 11,000 | ||||
Notes Payable, Other Payables | RedPath Integrated Pathology, Inc | |||||
Business Acquisition [Line Items] | |||||
Subordinated note payable | $ 7,517 |
Acquisition Pro forma Informati
Acquisition Pro forma Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenue | $ 9,786 |
Net loss | $ 24,299 |
Loss per share (usd per share) | $ / shares | $ (1.63) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Available-for-sale Securities | $ 107 | ||
Goodwill | $ 0 | 15,545 | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2015 Fair Value Measurements Carrying Fair As of December 31, 2015 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 7,534 $ 7,534 $ 7,534 $ — $ — Money market funds 776 776 776 — — $ 8,310 $ 8,310 $ 8,310 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 58 58 58 — — U.S. Treasury securities 1,115 1,115 1,115 — — Government agency securities 131 131 131 — — $ 1,352 $ 1,352 $ 1,352 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,628 $ 4,628 $ — $ — $ 4,628 RedPath 13,921 13,921 — — 13,921 $ 18,549 $ 18,549 $ — $ — $ 18,549 As of December 31, 2014 Fair Value Measurements Carrying Fair As of December 31, 2014 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 6,836 $ 6,836 $ 6,836 $ — $ — Money market funds 16,275 16,275 16,275 — — $ 23,111 $ 23,111 $ 23,111 $ — $ — Marketable securities: Money market funds $ 48 $ 48 $ 48 $ — $ — Mutual funds 59 59 59 — — U.S. Treasury securities 1,070 1,070 1,070 — — Government agency securities 317 317 317 — — $ 1,494 $ 1,494 $ 1,494 $ — $ — Liabilities: Contingent consideration: Asuragen $ 4,476 $ 4,476 $ — $ — $ 4,476 RedPath 22,066 22,066 — — 22,066 $ 26,542 $ 26,542 $ — $ — $ 26,542 | ||
Contingent consideration - deferred payments | $ 18,549 | 26,542 | $ 500 |
Change in fair value of contingent consideration | 7,993 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 18,549 | 26,542 | |
Goodwill, Fair Value Disclosure | 0 | 15,545 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 8,310 | 23,111 | |
Investments, Fair Value Disclosure | 1,352 | 1,494 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 48 | 48 | |
Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 58 | 59 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 1,115 | 1,070 | |
Government agency securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 131 | 317 | |
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 | 7,534 | 6,836 | |
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 | 776 | 16,275 | |
Asuragen [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 4,628 | 4,476 | |
Change in fair value of contingent consideration | (152) | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 4,628 | 4,476 | |
RedPath | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 13,921 | 22,066 | |
Change in fair value of contingent consideration | 8,145 | ||
RedPath | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 13,921 | 22,066 | |
Reported Value Measurement [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 8,310 | 23,111 | |
Investments, Fair Value Disclosure | 1,352 | 1,494 | |
Contingent consideration - deferred payments | 18,549 | 26,542 | |
Reported Value Measurement [Member] | Money Market Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 48 | 48 | |
Reported Value Measurement [Member] | Mutual Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 58 | 59 | |
Reported Value Measurement [Member] | US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 1,115 | 1,070 | |
Reported Value Measurement [Member] | Government agency securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 131 | 317 | |
Reported Value Measurement [Member] | Cash [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 7,534 | 6,836 | |
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 | 776 | 16,275 | |
Reported Value Measurement [Member] | Asuragen [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 4,628 | 4,476 | |
Reported Value Measurement [Member] | RedPath | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 13,921 | 22,066 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 8,310 | 23,111 | |
Investments, Fair Value Disclosure | 1,352 | 1,494 | |
Contingent consideration - deferred payments | 18,549 | 26,542 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Money Market Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 48 | 48 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Mutual Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 58 | 59 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 1,115 | 1,070 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Government agency securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investments, Fair Value Disclosure | 131 | 317 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Cash [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 7,534 | 6,836 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Money Market Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 776 | 16,275 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | Asuragen [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | 4,628 | 4,476 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | RedPath | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration - deferred payments | $ 13,921 | $ 22,066 |
Investments in Marketable Sec61
Investments in Marketable Securities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | $ 107,000 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | $ 13,000 | 16,000 |
Letters of credit | 1,100,000 | 1,400,000 |
Held-to-maturity Securities, Current | 388,000 | 534,000 |
Held-to-maturity Securities, Noncurrent | 905,000 | 1,057,000 |
Held-to-maturity Securities | 1,293,000 | 1,591,000 |
Equity Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 58,000 | 59,000 |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 48,000 | 48,000 |
Held-to-maturity Securities, Current | 47,000 | 204,000 |
Held-to-maturity Securities, Noncurrent | 0 | 0 |
Held-to-maturity Securities | 47,000 | 204,000 |
US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Held-to-maturity Securities, Current | 341,000 | 105,000 |
Held-to-maturity Securities, Noncurrent | 774,000 | 965,000 |
Held-to-maturity Securities | 1,115,000 | 1,070,000 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Held-to-maturity Securities, Current | 0 | 225,000 |
Held-to-maturity Securities, Noncurrent | 131,000 | 92,000 |
Held-to-maturity Securities | $ 131,000 | $ 317,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Furniture and fixtures | $ 2,830 | $ 2,862 | $ 2,830 |
Office equipment | 2,228 | 2,475 | 2,228 |
Computer equipment | 3,023 | 3,476 | 3,023 |
Computer software | 500 | ||
Leasehold improvements | 4,727 | 4,762 | 4,727 |
Property, Plant and Equipment, Gross | 20,119 | 21,013 | 20,119 |
Less accumulated depreciation | (18,326) | (19,553) | (18,326) |
Property and equipment, net | 1,793 | 1,460 | 1,793 |
Depreciation and amortization expense (1) | 600 | 500 | |
Asset Impairment Charges | 600 | 635 | 2,086 |
Marketing Services [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | 600 | ||
Software for internal use [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Computer software | $ 7,311 | 7,438 | $ 7,311 |
Sales Services [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Restructuring and Related Cost, Accelerated Depreciation | $ 600 |
Goodwill and Other Intangible63
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill | $ 0 | $ 15,545 |
Goodwill, Purchase Accounting Adjustments | 121 | |
Goodwill, Impairment Loss | (15,666) | 0 |
RedPath | ||
Goodwill [Line Items] | ||
Goodwill | $ 0 | $ 15,545 |
Goodwill and Other Intangible64
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 0 | $ 15,545 |
Amortization of Intangible Assets | 3,812 | 773 |
Finite-lived intangible assets, gross | 47,468 | 47,468 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,585) | (773) |
Finite-Lived Intangible Assets, Net | $ 43,492 | 47,304 |
Diagnostic Test - Thyroid | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 9 years | |
Finite-Lived Intangible Assets, Net | $ 8,519 | 8,519 |
Diagnostic Test - Pancreas | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 7 years | |
Finite-Lived Intangible Assets, Net | $ 2,882 | 2,882 |
Biobank | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 4 years | |
Finite-Lived Intangible Assets, Net | $ 1,575 | 1,575 |
Diagnostic Test - Pancreas RedPath [Member] [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 7 years | |
Finite-Lived Intangible Assets, Net | $ 16,141 | 16,141 |
Diagnostic Test - Barrett's RedPath | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 9 years | |
Finite-Lived Intangible Assets, Net | $ 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, Net | $ 609 | $ 609 |
Goodwill and Other Intangible65
Goodwill and Other Intangible Assets future amortization table 5 year (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 4,889 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 6,097 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 5,949 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 5,703 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 5,703 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contribution Per Employee, Percent | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent | 100.00% | |
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 50.00% | |
Pension and Other Postretirement Benefit Expense | $ 0.1 | $ 0.1 |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent | 3.00% | |
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 5.00% | |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan Employer Matching Contribution At Fifty Percent | 3.00% |
Accrued Expenses and Long-Ter67
Accrued Expenses and Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Accrued Professional Fees | $ 775 | $ 626 |
Rent payable | 52 | 209 |
Uncertain tax positions | 3,425 | 3,267 |
Deferred Tax Liabilities, Other | 0 | 2,525 |
Facilities realignment accrual | 0 | 43 |
Regulatory Liability, Noncurrent | 2,500 | 2,500 |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities | 0 | 0 |
Other | 201 | 270 |
Liabilities, Noncurrent | 6,178 | 8,814 |
Restructuring Reserve, Current | 43 | 517 |
Self Insurance Reserve, Current | 137 | 111 |
Liability for Uncertain Tax Positions, Current | 875 | 875 |
Business Combination, Contingent Consideration, Liability, Current | 659 | 633 |
Business Acquisition, Transaction Costs | 0 | 1,225 |
Deferred Rent Credit, Current | 127 | 348 |
Other Accrued Liabilities, Current | 1,958 | 1,635 |
Accrued Liabilities, Current | 5,961 | 7,951 |
Settlement Liabilities, Current | 250 | 500 |
Interest Payable, Current | 0 | 465 |
Taxes Payable | 591 | 477 |
Unclaimed Property | $ 546 | $ 539 |
Commitments and Contingencies68
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Long-term Purchase Commitment [Line Items] | ||||
Contingent Consideration, Future Minimum Payments Due | $ 18,549,000 | |||
Contingent Consideration, Due in Next Twelve Months | 659,000 | |||
Contingent Consideration, Future Minimum Payments, Due in Two and Three Years | 7,095,000 | |||
Contingent Consideration, Future Minimum Payments. Due in Four and Five Years | 4,451,000 | |||
Contingent Consideration, Due after Fifth Year | 6,344,000 | |||
Operating Leases, Rent Expense | 800,000 | $ 500,000 | ||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Contractual obligations | [1] | 46,000 | ||
Contractual obligations, Due in Next Twelve Months | [1] | 46,000 | ||
Contractual obligations, Due in Second and Third Year | [1] | 0 | ||
Contractual obligations, Due in Fourth and Fifth Year | [1] | 0 | ||
Minimum lease payments, Future Minimum Payments Due | 2,388,000 | |||
Minimum lease payments, Future Minimum Payments Due, Next Twelve Months | 2,103,000 | |||
Minimum lease payments, Future Minimum Payments, Due in Two and Three Years | 285,000 | |||
Minimum lease payments, Future Minimum Payments, Due in Four and Five Years | 0 | |||
Less minimum sublease rentals, Future Minimum Payments Due, Future Minimum Sublease Rentals | [2] | (753,000) | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Next Twelve Months | [2] | (753,000) | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Years Two and Three [Line Items] | [2] | 0 | ||
Less minimum sublease rentals Future Minimum Payments Due Future Minimum Sublease Rentals For Years Four and Five | [2] | 0 | ||
Net minimum lease payments Future Minimum Payments Due Net | 1,635,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Next Twelve Months | 1,350,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Second And Third Year | 285,000 | |||
Net minimum lease payments Future Minimum Payments Due Net In Fourth And Fifth Year | 0 | |||
Total Contractual Obligation | 20,230,000 | |||
Total Contractual Obligation, Due in Next Twelve Months | 2,055,000 | |||
Total Contractual Obligation, Due in Second and Third Year | 7,380,000 | |||
Total Contractual Obligation, Due in Fourth and Fifth Year | 4,451,000 | |||
Letters of credit | 1,100,000 | 1,400,000 | ||
Litigation Settlement, Amount | 3,000,000 | |||
Settlement Liabilities, Current | 250,000 | 500,000 | ||
Regulatory Liability, Noncurrent | 2,500,000 | $ 2,500,000 | ||
Payments for Legal Settlements | 300,000 | |||
Regulatory Liabilities | 2,800,000 | |||
Contractual Obligation, Due after Fifth Year | 6,344,000 | |||
Loss Contingency, Damages Sought, Value | $ 500,000 | |||
Notes Issued | $ 1,500,000 | |||
NEW JERSEY | ||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Operating Leases, Rent Expense, Sublease Rentals | 1,900,000 | |||
PENNSYLVANIA | ||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Operating Leases, Rent Expense, Sublease Rentals | $ 1,300,000 | |||
[1] | Amounts represent contractual obligations related to software license contracts, office equipment and contracts for software systems. | |||
[2] | As of December 31, 2015, the Company has entered into various sublease agreements for all of the office space at the Saddle River, New Jersey facility and the Dresher, Pennsylvania facility. These subleases will provide aggregated lease income of approximately $1.9 million and $1.3 million, respectively, over the lease periods. |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Sale of Stock, Number of Shares Issued in Transaction | 590,704 | |
Issuance of common stock | $ 451 | $ 0 |
Stock-Based Compensation (Weigh
Stock-Based Compensation (Weighted Average Assumptions) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.73 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.33 | |
Risk-free interest rate | 1.02% | 0.75% |
Expected life | 3 years 6 months | 3 years 6 months |
Expected volatility | 54.47% | 48.15% |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Incentive Plan Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,450,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 24,575 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 6 months | 3 years 6 months | |
Stock or Unit Option Plan Expense | $ 823 | $ 727 | |
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 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 0 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.53 | $ 1.56 | |
Chief Executive Officer [Member] | Performance base shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 188,165 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.87 |
Stock-Based Compensation (SARs
Stock-Based Compensation (SARs activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock or Unit Option Plan Expense | $ 823 | $ 727 | |
Restricted Stock or Unit Expense | 2,940 | 1,299 | |
Stock-based compensation | $ 4,017 | $ 2,124 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Oustanding, Shares at beginning of the period | 1,692,921 | ||
Granted, Shares | 24,575 | ||
Exercised, Shares | 0 | ||
Forfeited or expired, shares | (690,581) | ||
Oustanding, Shares at end of the period | 1,692,921 | 1,026,915 | 1,692,921 |
Outstanding, Average Grant Price | $ 5.12 | $ 4.67 | $ 5.12 |
Granted, Average Grant Price | 1.33 | ||
Exercised, Average Grant Price | 0 | ||
Forfeited or expired, Average Grant Price | $ 5.65 | ||
Outstanding, Remaining Contractual Period | 2 years 8 months 27 days | 3 years 4 months 24 days | |
Granted, Remaining Contractual Period | 2 years 8 months 23 days | ||
Outstanding, Aggregate Intrinsic Value | $ 4 | $ 0 | $ 4 |
Granted, Aggregate Intrinsic Value | $ 0 | ||
Exercisable, Shares | 1,026,915 | ||
Exercisable, Average Grant Price | $ 4.67 | ||
Exercised, Remaining Contractual Period | 2 years 8 months 27 days | ||
Exercisable, Aggregate Intrinsic Value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 711,003 | ||
Vested, Shares | 0 | ||
Nonvested at end of the year, Shares | 711,003 | 0 | 711,003 |
Nonvested, Weighted-Average Grant Date Fair Value | $ 2.81 | $ 0 | $ 2.81 |
Granted, Weighted-Average Grant Date Fair Value | 1.73 | ||
Vested, Weighted-Average Grant Date Fair Value | 2.73 | $ 7.83 | |
Forfeited, Weighted-Average Grant Date Fair Value | $ 3.61 | ||
Aggregate fair value of SARs vested | $ 5,400 | $ 1,700 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock or Unit Option Plan Expense | $ 254 | $ 98 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Exercised, Shares | (1,002,652) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 1,255,565 | ||
Granted, Shares | 24,575 | ||
Vested, Shares | (1,002,652) | ||
Forfeited, Shares | (277,488) | ||
Nonvested at end of the year, Shares | 1,255,565 | 0 | 1,255,565 |
Nonvested, Weighted-Average Grant Date Fair Value | $ 1.72 | $ 0 | $ 1.72 |
Granted, Weighted-Average Grant Date Fair Value | 0.53 | ||
Vested, Weighted-Average Grant Date Fair Value | 1.66 | $ 2.27 | |
Forfeited, Weighted-Average Grant Date Fair Value | $ 1.84 | ||
Aggregate fair value of SARs vested | $ 1,700 | $ 500 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, Weighted-Average Grant Date Fair Value | $ 0.53 | $ 1.56 | |
Chief Financial Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Other | 117,187 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Fair Value Assumptions, Expected Term | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock and Units) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Restricted Stock or Unit Expense | $ 4,017,000 | $ 2,124,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested at beginning of the year, Shares | 711,003 | ||
Granted, Shares | 1,343,178 | ||
Vested, Shares | (1,966,930) | ||
Forfeited, Shares | (87,251) | ||
Nonvested at end of the year, Shares | 711,003 | 0 | 711,003 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested at beginning of the year, Weighted-Average Grant Date Fair Value | $ 2.81 | ||
Granted, Weighted-Average Grant Date Fair Value | 1.73 | ||
Vested, Weighted-Average Grant Date Fair Value | (2.73) | $ (7.83) | |
Forfeited, Weighted-Average Grant Date Fair Value | 3.61 | ||
Nonvested at end of the year, Weighted-Average Grant Date Fair Value | $ 2.81 | $ 0 | $ 2.81 |
Nonvested, Average Remaining Vesting Period | 0 years | 1 year 8 months 12 days | |
Granted, Average Remaining Vesting Period | 0 years | ||
Nonvested at beginning of the period, Aggregate Intrinsic Value | $ 1,273,000 | ||
Nonvested at end of the period, Aggregate Intrinsic Value | $ 1,273,000 | $ 0 | $ 1,273,000 |
Granted, Aggregate Instrinsic Value | $ 0 | ||
Aggregate fair value of restricted stock and restricted stock units vested | 5,400,000 | $ 1,700,000 | |
Chief Financial Officer [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 75,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted, Shares | 41,899 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, Average Remaining Vesting Period | 3 years | ||
Granted, Aggregate Instrinsic Value | $ 75,000 | ||
Accelerated Share-based Compensation Expense [Member] | |||
Class of Stock [Line Items] | |||
Restricted Stock or Unit Expense | $ 2,000,000 |
Revenue Sources (Details)
Revenue Sources (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Customer A [Member] | |
Revenue, Major Customer [Line Items] | |
Revenue | $ 4,046 |
Medicare Advantage [Member] | |
Revenue, Major Customer [Line Items] | |
Revenue | 1,700 |
Client Billings [Member] | |
Revenue, Major Customer [Line Items] | |
Revenue | 1,944 |
Customer E [Member] | |
Revenue, Major Customer [Line Items] | |
Revenue | $ 1,252 |
Minimum [Member] | |
Revenue, Major Customer [Line Items] | |
Entity-Wide Revenue, Major Customer, Percentage | 10.00% |
Facilities Realignment (Details
Facilities Realignment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2010USD ($) | Jun. 30, 2010USD ($) | Sep. 30, 2009USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2007USD ($) | Mar. 31, 2012ft² | Sep. 30, 2011ft² | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | $ 1,000 | |||||||||||
Asset Impairment Charges | $ 600 | $ 635 | $ 2,086 | |||||||||
Net Rentable Area | ft² | 6,700 | 47,000 | ||||||||||
Restructuring Reserve, Current | 517 | 43 | 517 | |||||||||
Facilities realignment accrual | 43 | 0 | 43 | |||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 767 | 1,962 | ||||||||||
Accretion Expense | 139 | 142 | ||||||||||
Restructuring Reserve, Accrual Adjustment | 0 | (16) | ||||||||||
Payments for Restructuring | (772) | (1,321) | ||||||||||
Restructuring Reserve, Balance at end of the period | 767 | $ 1,962 | 134 | 767 | ||||||||
Continuing Operations [Member] | ||||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 560 | 1,125 | ||||||||||
Accretion Expense | 112 | 112 | ||||||||||
Restructuring Reserve, Accrual Adjustment | 0 | 0 | ||||||||||
Payments for Restructuring | (629) | (677) | ||||||||||
Restructuring Reserve, Balance at end of the period | 560 | 1,125 | 43 | 560 | ||||||||
Sales Services [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | $ 1,400 | $ 600 | $ 800 | $ 3,900 | ||||||||
Asset Impairment Charges | $ 400 | 1,500 | ||||||||||
Operating Leases, Rent Expense, Sublease Rentals | 2,200 | |||||||||||
Discontinued Operations [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Facilities realignment | 400 | $ 300 | 1,400 | |||||||||
Asset Impairment Charges | $ 600 | $ 700 | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||||
Restructuring Reserve, Balance at beginning of the period | 207 | 837 | ||||||||||
Accretion Expense | 27 | 30 | ||||||||||
Restructuring Reserve, Accrual Adjustment | 0 | (16) | ||||||||||
Payments for Restructuring | (143) | (644) | ||||||||||
Restructuring Reserve, Balance at end of the period | 207 | $ 837 | 91 | 207 | ||||||||
Consolidated Entities [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring Reserve, Current | 600 | 100 | 600 | |||||||||
Facilities realignment accrual | $ 100 | $ 100 | ||||||||||
NEW JERSEY | Sales Services [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Operating Leases, Rent Expense, Sublease Rentals | $ 2,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Release of Valuation Allowance | $ 1,100 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current Federal Tax Expense (Benefit) | $ (11,244) | 0 |
Current State and Local Tax Expense (Benefit) | (725) | 5 |
Current Income Tax Expense (Benefit) | (11,969) | 5 |
Deferred Federal Income Tax Expense (Benefit) | 0 | (4,686) |
Deferred State and Local Income Tax Expense (Benefit) | (1,167) | (349) |
Deferred Income Tax Expense (Benefit) | (1,167) | (5,035) |
Income Tax Expense (Benefit) | 13,136 | 5,030 |
Deferred Tax Liabilities, Gross, Classification [Abstract] | ||
Allowances and reserves | 8,458 | 4,769 |
Compensation | 2,176 | 3,637 |
Valuation allowance on deferred tax assets | (10,634) | (7,046) |
Deferred Tax Liabilities, Net, Current | 0 | 1,360 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 7,126 | 5,534 |
Federal net operating loss carryforwards | 46,166 | 41,466 |
Deferred Tax Assets, Tax Credit Carryforwards | 248 | 150 |
State taxes | 1,124 | 1,124 |
Self insurance and other reserves | 0 | 509 |
Property, plant and equipment | 2,350 | 2,332 |
Intangible assets | (10,992) | (5,746) |
Other reserves - restructuring | 208 | 181 |
Deferred revenue | 4 | 5 |
Valuation allowance on deferred tax assets | (46,234) | (48,080) |
Deferred Tax Liabilities, Net, Noncurrent | $ 0 | $ (2,525) |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Federal statutory rate | 35.00% | 35.00% |
State income tax rate, net of Federal tax benefit | 2.10% | 2.70% |
Meals and entertainment | (0.10%) | (0.00%) |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 6.20% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent | (12.40%) | |
Valuation allowance | (27.70%) | (10.30%) |
Other non-deductible | (0.60%) | (0.20%) |
Effective Income Tax Rate Reconciliation, Disposition of Business, Percent | 27.10% | 0.00% |
Net change in Federal and state reserves | 0.00% | 0.00% |
Effective tax rate | 29.60% | 27.20% |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance of unrecognized tax benefits | $ 1,117 | $ 1,117 |
Additions for tax positions related to the current year | 0 | 0 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | 0 | 0 |
Ending balance of unrecognized tax benefits | 1,117 | 1,117 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,100 | 1,117 |
Income Tax Examination, Penalties and Interest Expense | 200 | |
Income Tax Examination, Penalties and Interest Accrued | 2,400 | 2,200 |
UNITED STATES | ||
Deferred Tax Liabilities, Gross, Classification [Abstract] | ||
Operating Loss Carryforwards | 132,000 | |
State and Local Jurisdiction [Member] | ||
Deferred Tax Liabilities, Gross, Classification [Abstract] | ||
Operating Loss Carryforwards | $ 132,200 | |
Commercial Services [Member] | ||
Income Tax Contingency [Line Items] | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 28,500 |
Historical Basic and Diluted 77
Historical Basic and Diluted Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ||
Basic weighted average number of common shares | 15,475,000 | 14,901,000 |
Potential dilutive effect of stock-based awards | 0 | 0 |
Diluted weighted average number of common shares | 15,475,000 | 14,901,000 |
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,026,915 | 2,403,924 |
Stock Options [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 25,000 |
Stock Appreciation Rights (SARs) [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,026,915 | 1,479,756 |
Restricted Stock Units (RSUs) [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 711,003 |
Performance Shares [Member] | ||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 188,165 |
Investment in Non-Controlled 78
Investment in Non-Controlled Entity and Other Arrangements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Aug. 31, 2013 | |
Investments in Non-controlled entities [Abstract] | ||||||
Revenue Range - Maximum | $ 100,000,000 | |||||
Revenue Range, Minimum | $ 50,000,000 | |||||
Royalty Percentage - Maximum Range | 11.00% | |||||
Cost Method Investments | $ 1,500,000 | $ 1,500,000 | ||||
Contingent consideration - deferred payments | $ 26,542,000 | $ 18,549,000 | $ 26,542,000 | $ 500,000 | ||
Royalty Percentage - Minimum range | 7.00% | |||||
Loans Receivable, Net | 1,336,000 | $ 600,000 | 1,336,000 | $ 700,000 | ||
Debt Instrument, Interest Rate Terms | 0.04 | |||||
Asset Impairment Charges | $ 600,000 | $ 635,000 | $ 2,086,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | Oct. 31, 2014USD ($)installment | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 22, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Payments for Fees | $ 1,600 | |||||
Gains (Losses) on Extinguishment of Debt | 1,873 | $ 0 | ||||
Subordinated note payable | $ 10,700 | |||||
Interest Expense | 3,705 | 602 | ||||
Debt Instrument, Unamortized Discount | $ 2,300 | 2,300 | ||||
Exit Fee | 1,400 | |||||
Deferred Finance Costs, Net | 300 | |||||
Amortization of Financing Costs | 200 | |||||
Amortization of Deferred Loan Origination Fees, Net | 300 | |||||
Notes Payable, Other Payables | ||||||
Debt Instrument [Line Items] | ||||||
Subordinated note payable | $ 11,000 | |||||
Long-term debt | 8,400 | 8,400 | ||||
RedPath Integrated Pathology, Inc | Notes Payable, Other Payables | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 11,000 | |||||
Stated interest rate | 5.00% | |||||
Subordinated note payable | $ 7,517 | |||||
Interest Expense | 800 | $ 100 | ||||
Long-term debt | 7,300 | 7,300 | ||||
Number of equal consecutive quarterly installments | installment | 8 | |||||
RedPath Integrated Pathology, Inc | Loans | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 20,000 | $ 20,000 | ||||
Proceeds from issuance of debt | 19,600 | |||||
Debt issuance cost | 100 | |||||
Interest Expense | 100 | |||||
Long-term debt | $ 18,800 | $ 18,800 | ||||
Loan Processing Fee | 300 | |||||
Exit Fee | $ 800 |
Long-Term Debt Future Principal
Long-Term Debt Future Principal Payments (Details) - Subordinated note $ in Thousands | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 1,334 |
2,017 | 5,335 |
2,018 | $ 4,001 |
Supplemental Cash Flow Inform81
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ 9,160 | $ (1,254) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | $ 26,721 | $ (1,287) |
Schedule II Valuation and Qua82
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Allowance for Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance at Beginning of Period | $ 0 | $ 9 | |
Additions Charged to Operations | 802 | 0 | |
Deductions, Other | 0 | (9) | |
Valuation Allowances and Reserves, Balance at end of Period | 802 | 0 | |
Allowance for Notes Receivable [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance at Beginning of Period | 1,626 | 1,040 | |
Additions Charged to Operations | 20 | 586 | |
Valuation Allowances and Reserves, Balance at end of Period | 1,646 | 1,626 | |
Valuation Allowance, Other Tax Carryforward [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance at Beginning of Period | 55,126 | 53,534 | |
Additions Charged to Operations | 0 | (4,991) | |
Deductions, Other | [1] | 1,742 | 6,583 |
Valuation Allowances and Reserves, Balance at end of Period | $ 56,868 | $ 55,126 | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |