Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Entity Registrant Name | Interpace Diagnostics Group, Inc. | |
Entity Central Index Key | 1,054,102 | |
Trading Symbol | idxg | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 18,162,671 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,340 | $ 8,310 |
Short-term investments | 106 | |
Accounts Receivable, Net | $ 2,780 | 2,806 |
Other current assets | 3,024 | 2,569 |
Current assets from discontinued operations | 1,530 | 5,374 |
Total current assets | 11,674 | 19,165 |
Property and equipment, net | 1,330 | 1,460 |
Other intangible assets, net | 42,522 | 43,492 |
Other long-term assets | 1,066 | 3,255 |
Long-term assets from discontinued operations | 183 | 340 |
Total assets | 56,775 | 67,712 |
Current liabilities: | ||
Accounts payable | 1,245 | 1,560 |
Accrued salary and bonus | 2,869 | 2,424 |
Other accrued expenses | 6,655 | 5,961 |
Current portion of long-term debt, net of debt discount | 2,463 | 1,164 |
Current liabilities from discontinued operations | 6,514 | 12,264 |
Total current liabilities | 19,746 | 23,373 |
Contingent consideration | 17,890 | 17,890 |
Long-term debt, net of debt discount | 6,137 | 7,233 |
Other long-term liabilities | 4,696 | 6,178 |
Total liabilities | $ 48,469 | $ 54,674 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 18,705,214 shares issued; 18,162,671 and 17,662,671 shares outstanding, respectively | $ 187 | $ 187 |
Additional paid-in capital | 125,800 | 132,522 |
Accumulated deficit | $ (116,038) | (111,252) |
Accumulated other comprehensive income | 13 | |
Treasury stock, at cost (542,543 and 1,042,543 shares, respectively) | $ (1,643) | (8,432) |
Total stockholders' equity | 8,306 | 13,038 |
Total liabilities and stockholders' equity | $ 56,775 | $ 67,712 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued (in shares) | 18,705,214 | 18,705,214 |
Common Stock, Shares, Outstanding (in shares) | 18,162,671 | 17,662,671 |
Treasury Stock, Shares (in shares) | 542,543 | 1,042,543 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue, net | $ 3,035 | $ 2,117 |
Cost of revenue (excluding amortization of $970 and $870, repectively) | 1,179 | 1,574 |
Gross profit | 1,856 | 543 |
Operating expenses: | ||
Sales and marketing | 1,547 | 2,226 |
Research and development | 323 | 232 |
General and administrative | 2,816 | 3,339 |
Acquisition related amortization expense | 970 | 870 |
Total operating expenses | 5,656 | 6,667 |
Operating loss | (3,800) | (6,124) |
Interest expense | (203) | (848) |
Other income (expense), net | 6 | (86) |
Loss from continuing operations before tax | (3,997) | (7,058) |
Provision (benefit) for income tax | 9 | (73) |
Loss from continuing operations | (4,006) | (6,985) |
(Loss) income from discontinued operations, net of tax | (780) | 3,117 |
Net loss | $ (4,786) | $ (3,868) |
Unrealized holding gain on available-for-sale securities, net | ||
Comprehensive loss | $ (4,786) | $ (3,868) |
Basic and diluted loss per share of common stock: | ||
From continuing operations (in dollars per share) | $ (0.23) | $ (0.46) |
From discontinued operations (in dollars per share) | (0.04) | 0.21 |
Net loss per basic and diluted share of common stock (in dollars per share) | $ (0.27) | $ (0.26) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic weighted average number of common shares (in shares) | 17,762 | 15,037 |
Diluted (in shares) | 17,762 | 15,037 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amortization | $ 970 | $ 870 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,786) | $ (3,868) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,257 | 1,195 |
Realignment accrual accretion | 16 | 35 |
Interest accretion | 203 | 261 |
Provision for bad debt | $ 89 | 96 |
Gain on sale of discontinued operations | (285) | |
Stock-based compensation | $ 67 | $ 396 |
Other (gains), losses and expenses, net | (13) | |
Other changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable | 4,270 | $ (5,229) |
Decrease in unbilled receivable | 16 | 420 |
Increase in other current assets | (460) | (438) |
Decrease in other long-term assets | 689 | 2,156 |
Decrease in accounts payable | (1,887) | (1,274) |
(Decrease) increase in unearned contract revenue | (11) | 4,144 |
(Decrease) increase in accrued salaries and bonus | (372) | 1,040 |
Decrease in accrued liabilities | (2,566) | (4,602) |
(Decrease) increase in long-term liabilities | (482) | 336 |
Net cash used in operating activities | $ (3,970) | (5,617) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (464) | |
Net cash used in investing activities | (464) | |
Cash Flows From Financing Activities | ||
Cash paid for repurchase of restricted shares | (26) | |
Net cash used in financing activities | (26) | |
Net decrease in cash and cash equivalents | $ (3,970) | (6,107) |
Cash and cash equivalents – beginning | 8,310 | 23,111 |
Cash and cash equivalents – ending | $ 4,340 | 17,004 |
Cash paid for interest | $ 818 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements and related notes (the interim financial statements) should be read in conjunction with the consolidated financial statements of Interpace Diagnostics Group, Inc. (the Company or Interpace), and its wholly-owned subsidiaries, Interpace Diagnostics Corporation and Interpace Diagnostics, LLC, and related notes as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the U.S. Securities and Exchange Commission (SEC) on March 30, 2016. The condensed interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed interim financial statements include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. Discontinued operations include 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. Operating results for the three-month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. |
Note 2 - Liquidity and Manageme
Note 2 - Liquidity and Management's Plans | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | 2. LIQUIDITY AND MANAGEMENT'S PLANS For the three months ended March 31, 2016, the Company incurred a net loss of $4.8 million and cash used in operating activities was $4.0 million. The Company did not raise any capital or incur any additional debt during the first quarter of 2016. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to ramping up its commercial operations, further developing its products and product candidates, right sizing and reorganizing its administrative organization and winding down activities and managing obligations related to its discontinued operations. The accompanying condensed, consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of March 31, 2016, the Company had cash and cash equivalents of $4.3 million, net accounts receivable of $2.8 million and current liabilities of $19.7 million. As a result of the sale of substantially all of its Commercial Services Organization (CSO) business in December 2015, which generated net cash proceeds of $26.8 million (of which $21.6 million was used to repay long-term debt and fees), the Company focused its resources and strategic initiatives on the molecular diagnostics business. As with many companies in a similar stage, sufficient capital is required before achieving profitability. Accordingly, the Company will require additional capital in 2016 and beyond and in order to obtain such capital and fund its operations, may be required to restructure all or a portion of its obligations related to the sale of its CSO business. There is, however, no guarantee that additional capital will or can be raised or that adequate restructuring will be accomplished that is sufficient to fund the Company's operations in 2016 and beyond or that the terms of such additional capital, if available, will be acceptable to the Company. Accordingly, the Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances and alternatives, business development and other sources. Additionally, the Company intends to help meet its capital needs by driving revenue growth of our commercial molecular diagnostic tests, closely managing cash and further streamlining operations. If, however, the Company is unsuccessful in executing its plans for the business to continue operations, when needed, including the restructuring of its debt and other liabilities, then it may be forced to seek protection under the U.S. Bankruptcy Code, or be forced into liquidation or substantially alter or restructure its business operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. A summary of the Company’s significant contractual obligations as of March 31, 2016 over the next 12 months are as follows: Total 0 to 3 months 3 to 6 months 6 to 12 months Note due Redpath Equityholders $ 2,668 $ - $ - $ 2,668 Severance obligations 3,675 2,774 901 - Department of Justice ("DOJ") settlement 750 - 85 665 * Asuragen Deferred Purchase Price 500 300 200 - Total obligations $ 7,593 $ 3,074 $ 1,186 $ 3,333 * Estimated liability based on our current revenue expectation. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include best estimate of selling price in multiple element arrangements, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, acquisition accounting, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. Reclassifications The Commercial Services business in the period ended March 31, 2015 has been reclassified to discontinued operations to conform to the current period presentation. 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 programs that do not have a contract in place for its proprietary tests which 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. There was approximately a $0.9 million allowance for doubtful accounts as of March 31, 2016. Other Current Assets Other current assets consisted of the following as of March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Indemnification assets $ 1,375 $ 875 Letters of credit 344 360 Other receivables 960 1,048 Prepaid expenses 243 180 Other 102 106 $ 3,024 $ 2,569 Other Intangible Assets The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill, if any. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, consultations with an accredited independent valuation consultant, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of other intangible assets, and potentially result in a different impact to the Company's results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments thereby impacting the fair value of these assets, which could result in an impairment of the intangible assets. 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 11, Discontinued Operations Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2016 and 2015 is as follows: Three Months Ended March 31, 2016 2015 Basic weighted average number of common shares 17,762 15,037 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 17,762 15,037 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods because they would have been anti-dilutive: March 31, 2016 2015 Options - 25 Stock-settled stock appreciation rights (SARs) 1,027 1,066 Restricted stock and restricted stock units (RSUs) 1,317 1,632 Performance contingent SARs - 188 2,344 2,911 |
Note 4 - Other Intangible Asset
Note 4 - Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. OTHER INTANGIBLE ASSETS The net carrying value of the identifiable intangible assets as of March 31, 2016 is as follows: As of March 31, 2016 Life Carrying (Years) Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 Pancreas 7 2,882 Biobank 4 1,575 RedPath acquisition: Pancreas test 7 16,141 Barrett's test 9 18,351 Total $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 Accumulated Amortization $ (5,555 ) Net Carrying Value $ 42,522 Amortization expense was $1.0 million and $0.9 million for the three month periods ended March 31, 2016 and 2015, respectively. Amortization of the Company's diagnostic assets begin upon launch of the product. Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2016 2017 2018 2019 2020 $ 4,889 $ 6,097 $ 5,949 $ 5,703 $ 5,703 |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5. FAIR VALUE MEASUREMENTS The Company's financial assets and liabilities reflected at fair value in the consolidated financial statements include: cash and cash equivalents; short-term investments; accounts receivable; other current assets; accounts payable; and contingent consideration. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company's financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of March 31, 2016 Fair Value Measurements Carrying Fair As of March 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 3,564 $ 3,564 $ 3,564 $ - $ - Money market funds 776 776 776 - - $ 4,340 $ 4,340 $ 4,340 $ - $ - Marketable securities: U.S. Treasury securities $ 553 $ 553 $ 553 $ - $ - Liabilities: Contingent consideration: Asuragen $ 4,628 $ 4,628 $ - $ - $ 4,628 RedPath 13,921 13,921 - - 13,921 $ 18,549 $ 18,549 $ - $ - $ 18,549 The fair value of cash and cash equivalents and marketable securities is valued using market prices in active markets (level 1). As of March 31, 2016, the Company did not have any marketable securities in less active markets (level 2) or without observable market values that would require a high level of judgment to determine fair value (level 3). In connection with the acquisition of assets from Asuragen and the acquisition of RedPath, the Company has recorded $4.6 million and $13.9 million of contingent cash consideration related to deferred payments and revenue based payments, respectively. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. There was no change in the fair value of the contingent consideration during the period ended March 31, 2016. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. There is no fair value ascribed to the letters of credit as management does not expect any material losses to result from these instruments because performance is not expected to be required. Certain of the Company's non-financial assets, such as other intangible assets, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6 . COMMITMENTS AND CONTINGENCIES Letters of Credit As of March 31, 2016, the Company had $0.5 million in letters of credit outstanding as required by its existing insurance policies and its facility leases. These letters of credit are collateralized by certain investments. Contingency In connection with the acquisition of RedPath on October 31, 2014, the Company and its wholly-owned subsidiary, Interpace Diagnostics, LLC (Interpace LLC) entered into a Contingent Consideration Agreement with RedPath Equityholder Representative, LLC (the Equityholder Representative). Pursuant to the Contingent Consideration Agreement, the Company agreed to issue to the equityholders of RedPath 500,000 shares of the Company’s common stock, par value $0.01 (Common Stock), upon acceptance for publication of a specified article related to PathFinderTG® for the management of Barrett’s esophagus. The pending issuance of Common Stock was recorded as Additional paid-in capital in the Company's consolidated balance sheet as of December 31, 2014. On April 13, 2015, this milestone was reached upon acceptance for publication of new data supporting the use of BarreGen™ for predicting risk of progression from Barrett’s esophagus to esophageal cancer. On June 16, 2015, the 500,000 shares were issued from Treasury stock decreasing the balance in treasury stock by approximately $6.1 million, with a corresponding decrease in Additional paid-in capital of $6.1 million. In March 2016, 500,000 additional shares of Common Stock were issued from Treasury stock, as a result of the acceleration of the Common Stock Milestone, as defined in the Contingent Consideration Agreement, resulting from the change of control in connection with the sale of its Commercial Services (CSO) business in December 2015, decreasing the balance in Treasury stock by approximately $6.8 million, with a corresponding decrease in Additional paid-in capital of $6.8 million. Litigation Due to the nature of the businesses in which the Company is engaged 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 March 31, 2016, 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 Department of Justice (“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 up to $2.5 million of the obligation, with the first $0.5 million payable by the Company. At March 31, 2016, the Company has recorded an indemnification asset of $1.5 million of which $0.5 is included in other current assets other non-current assets other accrued expenses other long-term liabilities 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). 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. In early December 2015, 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 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 the Company’s counsel and to obtain an injunction with respect to the CSO sale. 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 a motion before the New Jersey Appellate Division to appeal on an interlocutory basis the order denying the motion to disqualify. The Company filed its opposition to the motion on March 7, 2016. It is not known when the Appellate Division will rule on the motion for leave to take an interlocutory appeal, and further it is not known whether, if Prolias is successful in obtaining leave to appeal, what would be the result of the appeal. Progress on the case has been stayed pending resolution of this issue. In the interim, counsel for Prolias has filed for permission to withdraw as counsel, citing nonpayment of its bills. That motion also remains pending. 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. Severance In 2015, in connection with the sale of substantially all 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 amounted to $3.7 million. During the three month period ended March 31, 2016 the Company recorded additional severance obligations as it discontinued the remainder of its CSO business and recorded obligations of $1.1 million, $0.5 million of which was recorded in continuing operations within general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Loss. A rollforward of the severance activity is as follows: Continuing Discontinued Operations Operations Total Balance as of December 31, 2015 $ 2,011 $ 1,074 $ 3,085 Accruals 459 659 1,118 Payments (140 ) (388 ) (528 ) Balance as of March 31, 2016 $ 2,330 $ 1,345 $ 3,675 |
Note 7 - Accrued Expenses and L
Note 7 - Accrued Expenses and Long-term Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Other Liabilities Disclosure [Text Block] | 7. ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Facilities realignment accrual $ - $ 43 Self insurance accruals 66 137 Indemnification liability 875 875 Contingent consideration 659 659 Rent payable 104 127 DOJ settlement 750 250 Accrued professional fees 1,084 775 Taxes payable 622 591 Unclaimed property 544 546 All others 1,951 1,958 $ 6,655 $ 5,961 Long-term liabilities consisted of the following as of March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Rent payable $ 27 $ 52 Uncertain tax positions 3,468 3,425 DOJ settlement (indemnified by RedPath) 1,000 2,500 Other 201 201 $ 4,696 $ 6,178 |
Note 8 - Stock-based Compensati
Note 8 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8 . STOCK-BASED COMPENSATION 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 replaced 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 issuance 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. 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 (RSU’s) granted to employees historically have had 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 2016, certain employees and members of the Company’s Board of Directors were granted approximately 1.3 million RSU’s at a weighted average grant price of $0.25. These shares vest one-third each year on the anniversary of the date of grant. The following table provides the weighted average assumptions used in determining the fair value of the non-market based SARs awards granted during the three month periods ended March 31, 2016 and March 31, 2015: Three Months Ending March 31, 2016 2015 Risk-free interest rate - 0.97% Expected life (years) - 3.5 Expected volatility - 52.03% Dividend yield - - The Company recognized approximately $0.1 million and $0.2 million of stock-based compensation expense during each of the three month periods ended March 31, 2016 and 2015, respectively. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when it provides a better estimate of income tax expense. Due to the Company's valuation allowance position, it is the Company's position that the discrete method provides a more accurate estimate of income tax expense and therefore income tax expense for the current quarter has been presented using the discrete method. As the year progresses, the Company refines its estimate based on the facts and circumstances by each tax jurisdiction. The following table summarizes income tax (benefit) expense on loss from continuing operations and the effective tax rate for the three- month periods ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Provision (benefit) for income tax $ 9 $ (73 ) Effective income tax rate 0.2 % 1.0 % Income tax expense for the quarter ended March 31, 2016 was due to minimum state and local taxes. Income tax benefit for the quarter ended March 31, 2015 was primarily due to net operating losses, partially offset by minimum state and local taxes. |
Note 10 - Segment Information
Note 10 - Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 10. SEGMENT INFORMATION 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. |
Note 11 - Discontinued Operatio
Note 11 - Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 11. DISCONTINUED OPERATIONS 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 March 31, 2016 and 2015. Three Months Ending March 31, 2016 2015 Revenue, net $ 1,644 $ 36,463 (Loss) income from discontinued operations, before tax (735 )* 3,118 Income tax expense 45 1 (Loss) income from discontinued operations, net of tax $ (780 ) $ 3,117 * Approximately $659,000 of the balance relates to severance relating to terminated employees. The assets and liabilities classified as discontinued operations relate to Commercial Services, Group DCA, Pharmakon, and TVG. As of March 31, 2016 and December 31, 2015, these assets and liabilities are in the accompanying balance sheets as follows: For the Three Months Ended March 31, 2016 For the Year Ended December 31, 2015 CSO DCA/ TVG Total CSO DCA/ TVG Total Accounts receivable, net $ 735 $ - $ 735 $ 3,296 $ - $ 3,296 Unbilled receivable, net - - - 16 - 16 Other 795 - 795 2,062 - 2,062 Current assets from discontinued operations 1,530 - 1,530 5,374 - 5,374 Property and equipment, net 33 - 33 190 - 190 Other - 150 150 - 150 150 Long-term assets from discontinued operations 33 150 183 190 150 340 Total assets $ 1,563 $ 150 $ 1,713 $ 5,564 $ 150 $ 5,714 Accounts payable $ 2,195 $ - $ 2,195 $ 3,767 $ - $ 3,767 Unearned contract revenue - - - 11 - 11 Accrued salary and bonus 2,219 - 2,219 3,036 - 3,036 Other 1,812 288 2,100 5,092 358 5,450 Current liabilities from discontinued operations 6,226 288 6,514 11,906 358 12,264 Total liabilities $ 6,226 $ 288 $ 6,514 $ 11,906 $ 358 $ 12,264 |
Note 12 - Long-term Debt
Note 12 - Long-term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 12. LONG-TERM DEBT On October 31, 2014, the Company and Interpace LLC, entered into an agreement to acquire RedPath (the Transaction). In connection with the Transaction, the Company entered into a note with the Equityholder Representative, dated October 31, 2014 (as amended, the Note). The Note is for $11.0 million, interest-free and payable 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 October 2015, in connection with the sale of substantially all of the CSO business in December 2015, the Note was amended to, among other things: ● permit the Company to enter into a revolving loan facility, ● permit the Company to sell the CSO business and to use the proceeds of the CSO sale to pay off the amounts due under the existing $20 million Credit Agreement and to continue to make payments on the debt due under the Note in accordance with the terms of the Note , ● provide that, upon written request by the Equityholder Representative on April 30, 2016, the Company would make a one-time principal payment in the amount of $1,333,750 on July 1, 2016 rather than as originally due on July 1, 2018 (which such request the Company did not receive), and ● provide that the 500,000 shares of the Company’s common stock to be issued upon the commercial launch of PancraGen® for the management of Barrett’s esophagus would be deemed earned by the former RedPath Equityholders as of the closing of the sale of the CSO business (see Note 6, Commitments and Contingencies 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 in favor of the Equityholder Representative. Pursuant to the 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 quarters ended March 31, 2016 and 2015, the Company accreted approximately $0.2 million into interest expense, respectively, for each period. As of March 31, 2016, the balance of the Note is approximately $8.6 million and the unamortized discount is $2.1 million. Principal payments due related to the long-term debt over next three years are as follows: 2016 2017 2018 Note $ 1,334 $ 5,335 $ 4,001 As discussed in Footnote 6, the Company currently has an indemnification asset and liability of $1.5 million ($0.5 million short-term and $1.0 million long-term) relating to the DOJ settlement with the former owners of RedPath that was recorded with the acquisition of RedPath. As the Company makes payments to the DOJ, it may reduce the balance owed on the note by the same amount. In addition, the Company entered into the Credit Agreement with the Agent and the Lenders, as defined in the agreement, 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. Upon the sale of substantially all of the Commercial Services (CSO) business on December 22, 2015, the Company was obligated to use 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. |
Note 13 - Supplemental Cash Flo
Note 13 - Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 13. S UPPLEMENTAL CASH FLOW INFORMATION The following table represents cash flows (used in) provided by the Company's discontinued operations for the three months ended March 31, 2016 and 2015: For The Three Months Ended March 31 2016 2015 Net cash (used in) provided by operating activities of discontinued operations $ (2,171 ) $ 6,073 Net cash provided by (used in) investing activities of discontinued operations $ - $ - |
Note 14 - Recent Accounting Pro
Note 14 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 14. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance permits the use of either a retrospective or cumulative effect transition method. In July 2015, the FASB approved a one-year deferral of the effective date of the guidance to interim and annual periods beginning on or after December 15, 2017. Early adoption is permitted but not before the original effective date of December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on the Company’s consolidated financial position, results of operations and related disclosures. In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the potential impact of the new guidance on its quarterly reporting process and its consolidated financial position, results of operations and related disclosures. In March 2016, the FASB issued guidance which clarifies the implementation guidance on principal versus agent considerations in the revenue recognition standard issued in May 2014. The new standard clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The effective date and transition requirements are the same as the effective date and transition requirements in the May 2014 revenue standard (Accounting Standards Codification 606). The Company is currently assessing the adoption methodology and the impact the adoption of these ASUs will have on its consolidated financial position, results of operations and related disclosures. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 best estimate of selling price in multiple element arrangements, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, acquisition accounting, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
Reclassification, Policy [Policy Text Block] | Reclassifications The Commercial Services business in the period ended March 31, 2015 has been reclassified to discontinued operations to conform to the current period presentation. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | 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 programs that do not have a contract in place for its proprietary tests which 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. There was approximately a $0.9 million allowance for doubtful accounts as of March 31, 2016. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Other Intangible Assets The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill, if any. Since the entities the Company has acquired do not have significant tangible assets, a significant portion of the purchase price has been allocated to intangible assets and goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, consultations with an accredited independent valuation consultant, reviews of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the market participant cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of other intangible assets, and potentially result in a different impact to the Company's results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments thereby impacting the fair value of these assets, which could result in an impairment of the intangible assets. |
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 11, Discontinued Operations |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2016 and 2015 is as follows: Three Months Ended March 31, 2016 2015 Basic weighted average number of common shares 17,762 15,037 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 17,762 15,037 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods because they would have been anti-dilutive: March 31, 2016 2015 Options - 25 Stock-settled stock appreciation rights (SARs) 1,027 1,066 Restricted stock and restricted stock units (RSUs) 1,317 1,632 Performance contingent SARs - 188 2,344 2,911 |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance permits the use of either a retrospective or cumulative effect transition method. In July 2015, the FASB approved a one-year deferral of the effective date of the guidance to interim and annual periods beginning on or after December 15, 2017. Early adoption is permitted but not before the original effective date of December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on the Company’s consolidated financial position, results of operations and related disclosures. In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the potential impact of the new guidance on its quarterly reporting process and its consolidated financial position, results of operations and related disclosures. In March 2016, the FASB issued guidance which clarifies the implementation guidance on principal versus agent considerations in the revenue recognition standard issued in May 2014. The new standard clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The effective date and transition requirements are the same as the effective date and transition requirements in the May 2014 revenue standard (Accounting Standards Codification 606). The Company is currently assessing the adoption methodology and the impact the adoption of these ASUs will have on its consolidated financial position, results of operations and related disclosures. |
Note 2 - Liquidity and Manage22
Note 2 - Liquidity and Management's Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Total 0 to 3 months 3 to 6 months 6 to 12 months Note due Redpath Equityholders $ 2,668 $ - $ - $ 2,668 Severance obligations 3,675 2,774 901 - Department of Justice ("DOJ") settlement 750 - 85 665 * Asuragen Deferred Purchase Price 500 300 200 - Total obligations $ 7,593 $ 3,074 $ 1,186 $ 3,333 |
Note 3 - Summary of Significa23
Note 3 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Other Assets [Table Text Block] | March 31, 2016 December 31, 2015 Indemnification assets $ 1,375 $ 875 Letters of credit 344 360 Other receivables 960 1,048 Prepaid expenses 243 180 Other 102 106 $ 3,024 $ 2,569 |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended March 31, 2016 2015 Basic weighted average number of common shares 17,762 15,037 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 17,762 15,037 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | March 31, 2016 2015 Options - 25 Stock-settled stock appreciation rights (SARs) 1,027 1,066 Restricted stock and restricted stock units (RSUs) 1,317 1,632 Performance contingent SARs - 188 2,344 2,911 |
Note 4 - Other Intangible Ass24
Note 4 - Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | As of March 31, 2016 Life Carrying (Years) Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 Pancreas 7 2,882 Biobank 4 1,575 RedPath acquisition: Pancreas test 7 16,141 Barrett's test 9 18,351 Total $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 Accumulated Amortization $ (5,555 ) Net Carrying Value $ 42,522 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2016 2017 2018 2019 2020 $ 4,889 $ 6,097 $ 5,949 $ 5,703 $ 5,703 |
Note 5 - Fair Value Measureme25
Note 5 - Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of March 31, 2016 Fair Value Measurements Carrying Fair As of March 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 3,564 $ 3,564 $ 3,564 $ - $ - Money market funds 776 776 776 - - $ 4,340 $ 4,340 $ 4,340 $ - $ - Marketable securities: U.S. Treasury securities $ 553 $ 553 $ 553 $ - $ - Liabilities: Contingent consideration: Asuragen $ 4,628 $ 4,628 $ - $ - $ 4,628 RedPath 13,921 13,921 - - 13,921 $ 18,549 $ 18,549 $ - $ - $ 18,549 |
Note 6 - Commitments and Cont26
Note 6 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Continuing Discontinued Operations Operations Total Balance as of December 31, 2015 $ 2,011 $ 1,074 $ 3,085 Accruals 459 659 1,118 Payments (140 ) (388 ) (528 ) Balance as of March 31, 2016 $ 2,330 $ 1,345 $ 3,675 |
Note 7 - Accrued Expenses and27
Note 7 - Accrued Expenses and Long-term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | March 31, 2016 December 31, 2015 Facilities realignment accrual $ - $ 43 Self insurance accruals 66 137 Indemnification liability 875 875 Contingent consideration 659 659 Rent payable 104 127 DOJ settlement 750 250 Accrued professional fees 1,084 775 Taxes payable 622 591 Unclaimed property 544 546 All others 1,951 1,958 $ 6,655 $ 5,961 |
Schedule of Other Assets and Other Liabilities [Table Text Block] | March 31, 2016 December 31, 2015 Rent payable $ 27 $ 52 Uncertain tax positions 3,468 3,425 DOJ settlement (indemnified by RedPath) 1,000 2,500 Other 201 201 $ 4,696 $ 6,178 |
Note 8 - Stock-based Compensa28
Note 8 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ending March 31, 2016 2015 Risk-free interest rate - 0.97% Expected life (years) - 3.5 Expected volatility - 52.03% Dividend yield - - |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Three Months Ended March 31, 2016 2015 Provision (benefit) for income tax $ 9 $ (73 ) Effective income tax rate 0.2 % 1.0 % |
Note 11 - Discontinued Operat30
Note 11 - Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Components of Loss from Discontinued Operations [Table Text Block] | Three Months Ending March 31, 2016 2015 Revenue, net $ 1,644 $ 36,463 (Loss) income from discontinued operations, before tax (735 )* 3,118 Income tax expense 45 1 (Loss) income from discontinued operations, net of tax $ (780 ) $ 3,117 |
Discontinued Operation, Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | For the Three Months Ended March 31, 2016 For the Year Ended December 31, 2015 CSO DCA/ TVG Total CSO DCA/ TVG Total Accounts receivable, net $ 735 $ - $ 735 $ 3,296 $ - $ 3,296 Unbilled receivable, net - - - 16 - 16 Other 795 - 795 2,062 - 2,062 Current assets from discontinued operations 1,530 - 1,530 5,374 - 5,374 Property and equipment, net 33 - 33 190 - 190 Other - 150 150 - 150 150 Long-term assets from discontinued operations 33 150 183 190 150 340 Total assets $ 1,563 $ 150 $ 1,713 $ 5,564 $ 150 $ 5,714 Accounts payable $ 2,195 $ - $ 2,195 $ 3,767 $ - $ 3,767 Unearned contract revenue - - - 11 - 11 Accrued salary and bonus 2,219 - 2,219 3,036 - 3,036 Other 1,812 288 2,100 5,092 358 5,450 Current liabilities from discontinued operations 6,226 288 6,514 11,906 358 12,264 Total liabilities $ 6,226 $ 288 $ 6,514 $ 11,906 $ 358 $ 12,264 |
Note 12 - Long-term Debt (Table
Note 12 - Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | 2016 2017 2018 Note $ 1,334 $ 5,335 $ 4,001 |
Note 13 - Supplemental Cash F32
Note 13 - Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | For The Three Months Ended March 31 2016 2015 Net cash (used in) provided by operating activities of discontinued operations $ (2,171 ) $ 6,073 Net cash provided by (used in) investing activities of discontinued operations $ - $ - |
Note 2 - Liquidity and Manage33
Note 2 - Liquidity and Management's Plans (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent | $ (4,786) | $ (3,868) | ||
Net Cash Provided by (Used in) Operating Activities | (3,970) | (5,617) | ||
Cash and Cash Equivalents, at Carrying Value | $ 8,310 | 4,340 | $ 17,004 | $ 23,111 |
Accounts Receivable, Net | 2,806 | 2,780 | ||
Liabilities, Current | 23,373 | $ 19,746 | ||
Proceeds from Sale of Productive Assets | 26,800 | |||
Repayments of Long-term Debt | $ 21,600 |
Note 2 - Contractual Obligation
Note 2 - Contractual Obligations Due in the Next 12 Months (Details) | Mar. 31, 2016USD ($) | |
Notes Payable, Other Payables [Member] | ||
Contractual Obligations, Due | $ 2,668 | |
Contractual Obligations, Due in 0 to 3 Months | ||
Contractual Obligations, Due in 3 to 6 Months | ||
Contractual Obligations, Due in 6 to 12 Months | $ 2,668 | |
DOJ Settlement [Member] | ||
Contractual Obligations, Due | $ 750 | |
Contractual Obligations, Due in 0 to 3 Months | ||
Contractual Obligations, Due in 3 to 6 Months | $ 85 | |
Contractual Obligations, Due in 6 to 12 Months | 665 | [1] |
Employee Severance [Member] | ||
Contractual Obligations, Due | 3,675 | |
Contractual Obligations, Due in 0 to 3 Months | 2,774 | |
Contractual Obligations, Due in 3 to 6 Months | $ 901 | |
Contractual Obligations, Due in 6 to 12 Months | ||
Interpace Diagnostics, LLC [Member] | ||
Contractual Obligations, Due | $ 500 | |
Contractual Obligations, Due in 0 to 3 Months | 300 | |
Contractual Obligations, Due in 3 to 6 Months | $ 200 | |
Contractual Obligations, Due in 6 to 12 Months | ||
Contractual Obligations, Due | $ 7,593 | |
Contractual Obligations, Due in 0 to 3 Months | 3,074 | |
Contractual Obligations, Due in 3 to 6 Months | 1,186 | |
Contractual Obligations, Due in 6 to 12 Months | $ 3,333 | |
[1] | Estimated liability based on our current revenue expectation. |
Note 3 - Summary of Significa35
Note 3 - Summary of Significant Accounting Policies (Details Textual) $ in Millions | Mar. 31, 2016USD ($) |
Allowance for Doubtful Accounts Receivable | $ 0.9 |
Note 3 - Other Current Assets (
Note 3 - Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Indemnification assets | $ 1,375 | $ 875 |
Letters of credit | 344 | 360 |
Other receivables | 960 | 1,048 |
Prepaid expenses | 243 | 180 |
Other | 102 | 106 |
$ 3,024 | $ 2,569 |
Note 3 - Reconciliation of the
Note 3 - Reconciliation of the Number of Shares Used in Basic and Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic weighted average number of common shares (in shares) | 17,762 | 15,037 |
Potential dilutive effect of stock-based awards (in shares) | ||
Diluted weighted average number of common shares (in shares) | 17,762 | 15,037 |
Note 3 - Stock Awards Excluded
Note 3 - Stock Awards Excluded from the Computation of the Effect of Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 25 | |
Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,027 | 1,066 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,317 | 1,632 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 188 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 2,344 | 2,911 |
Note 4 - Other Intangible Ass39
Note 4 - Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amortization of Intangible Assets | $ 970 | $ 870 |
Note 4 - Identifiable Intangibl
Note 4 - Identifiable Intangible Assets Carrying Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Diagnostic Test, Thyroid [Member] | Asuragen [Member] | |
Finite-lived intangible asset, useful life | 9 years |
Finite-Lived Intangible Assets, Net | $ 8,519 |
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | |
Finite-lived intangible asset, useful life | 7 years |
Finite-Lived Intangible Assets, Net | $ 2,882 |
Diagnostic Test, Pancreas [Member] | RedPath [Member] | |
Finite-lived intangible asset, useful life | 7 years |
Finite-Lived Intangible Assets, Net | $ 16,141 |
Diagnostic Test, Biobank [Member] | Asuragen [Member] | |
Finite-lived intangible asset, useful life | 4 years |
Finite-Lived Intangible Assets, Net | $ 1,575 |
Diagnostic Test, Barrett's RedPath [Member] | RedPath [Member] | |
Finite-lived intangible asset, useful life | 9 years |
Finite-Lived Intangible Assets, Net | $ 18,351 |
CLIA Diagnostic Lab [Member] | |
Finite-lived intangible asset, useful life | 2 years 109 days |
Finite-Lived Intangible Assets, Net | $ 609 |
RedPath [Member] | |
Finite-Lived Intangible Assets, Net | 47,468 |
Finite-Lived Intangible Assets, Net | 42,522 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (5,555) |
Note 4 - Future Estimated Amort
Note 4 - Future Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2016USD ($) |
2,016 | $ 4,889 |
2,017 | 6,097 |
2,018 | 5,949 |
2,019 | 5,703 |
2,020 | $ 5,703 |
Note 5 - Fair Value Measureme42
Note 5 - Fair Value Measurements (Details Textual) - Asuragen and Redpath [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Business Combination, Contingent Cash Consideration, Deferred Payments | $ 4.6 |
Business Combination, Contingent Cash Consideration, Revenue Based Payments | $ 13.9 |
Note 5 - Financial Instruments
Note 5 - Financial Instruments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Cash [Member] | Reported Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | $ 3,564 |
Cash [Member] | Estimate of Fair Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | 3,564 |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | |
Cash and cash equivalents, fair value disclosure | $ 3,564 |
Cash [Member] | Fair Value, Inputs, Level 2 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Cash [Member] | Fair Value, Inputs, Level 3 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Money Market Funds [Member] | Reported Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | $ 776 |
Money Market Funds [Member] | Estimate of Fair Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | 776 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |
Cash and cash equivalents, fair value disclosure | $ 776 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | |
Cash and cash equivalents, fair value disclosure | $ 4,340 |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | |
Cash and cash equivalents, fair value disclosure | |
Reported Value Measurement [Member] | US Treasury Securities [Member] | |
Investments, fair value disclosure | $ 553 |
Reported Value Measurement [Member] | Asuragen [Member] | |
Contingent consideration, deferred payments | 4,628 |
Reported Value Measurement [Member] | RedPath [Member] | |
Contingent consideration, deferred payments | 13,921 |
Reported Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | 4,340 |
Investments, fair value disclosure | 18,549 |
Estimate of Fair Value Measurement [Member] | US Treasury Securities [Member] | |
Investments, fair value disclosure | 553 |
Estimate of Fair Value Measurement [Member] | Asuragen [Member] | |
Contingent consideration, deferred payments | 4,628 |
Estimate of Fair Value Measurement [Member] | RedPath [Member] | |
Contingent consideration, deferred payments | 13,921 |
Estimate of Fair Value Measurement [Member] | |
Cash and cash equivalents, fair value disclosure | 4,340 |
Investments, fair value disclosure | 18,549 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |
Investments, fair value disclosure | $ 553 |
Fair Value, Inputs, Level 1 [Member] | Asuragen [Member] | |
Contingent consideration, deferred payments | |
Fair Value, Inputs, Level 1 [Member] | RedPath [Member] | |
Contingent consideration, deferred payments | |
Fair Value, Inputs, Level 1 [Member] | |
Investments, fair value disclosure | |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |
Investments, fair value disclosure | |
Fair Value, Inputs, Level 2 [Member] | Asuragen [Member] | |
Contingent consideration, deferred payments | |
Fair Value, Inputs, Level 2 [Member] | RedPath [Member] | |
Contingent consideration, deferred payments | |
Fair Value, Inputs, Level 2 [Member] | |
Investments, fair value disclosure | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |
Investments, fair value disclosure | |
Fair Value, Inputs, Level 3 [Member] | Asuragen [Member] | |
Contingent consideration, deferred payments | $ 4,628 |
Fair Value, Inputs, Level 3 [Member] | RedPath [Member] | |
Contingent consideration, deferred payments | 13,921 |
Fair Value, Inputs, Level 3 [Member] | |
Investments, fair value disclosure | $ 18,549 |
Note 6 - Commitments and Cont44
Note 6 - Commitments and Contingencies (Details Textual) - USD ($) | Jun. 16, 2015 | Jun. 03, 2015 | Oct. 31, 2014 | May. 31, 2016 | Mar. 31, 2016 | Oct. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Former Owners of RedPath [Member] | ||||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 2,500,000 | |||||||
RedPath Integrated Pathology, Inc [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | |||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 1,500,000 | $ 1,500,000 | ||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date, Current | 500,000 | 500,000 | ||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date, Noncurrent | 1,000,000 | 1,000,000 | ||||||
Other Accrued Expenses [Member] | ||||||||
Regulatory Liabilities | 800,000 | 800,000 | ||||||
Other Noncurrent Liabilities [Member] | ||||||||
Regulatory Liabilities | 1,000,000 | 1,000,000 | ||||||
Subsequent Event [Member] | ||||||||
Litigation Settlement, Amount | $ 250,000 | |||||||
Continuing Operations [Member] | ||||||||
Severance Costs | 500,000 | |||||||
Letters of Credit Outstanding, Amount | $ 500,000 | $ 500,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | 500,000 | 500,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Adjustments to Additional Paid in Capital, Other | $ (6,100,000) | $ (6,800,000) | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 6,100,000 | 6,800,000 | ||||||
Litigation Settlement, Amount | $ 3,000,000 | |||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 500,000 | |||||||
Regulatory Liabilities | $ 1,800,000 | $ 1,800,000 | ||||||
Loss Contingency, Damages Sought, Value | $ 500,000 | |||||||
Notes Issued | $ 1,500,000 | |||||||
Severance Costs | $ 1,100,000 | $ 3,700,000 |
Note 6 - Severance Activity (De
Note 6 - Severance Activity (Details) - Employee Severance [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Continuing Operations [Member] | |
Balance as of December 31, 2015 | $ 2,011 |
Accruals | 459 |
Payments | (140) |
Balance as of March 31, 2016 | 2,330 |
Discontinued Operations [Member] | |
Balance as of December 31, 2015 | 1,074 |
Accruals | 659 |
Payments | (388) |
Balance as of March 31, 2016 | 1,345 |
Balance as of December 31, 2015 | 3,085 |
Accruals | 1,118 |
Payments | (528) |
Balance as of March 31, 2016 | $ 3,675 |
Note 7 - Accrued Expenses (Deta
Note 7 - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Facilities realignment accrual | $ 43 | |
Self insurance accruals | $ 66 | 137 |
Indemnification liability | 875 | 875 |
Contingent consideration | 659 | 659 |
Rent payable | 104 | 127 |
DOJ settlement | 750 | 250 |
Accrued professional fees | 1,084 | 775 |
Taxes payable | 622 | 591 |
Unclaimed property | 544 | 546 |
All others | 1,951 | 1,958 |
$ 6,655 | $ 5,961 |
Note 7 - Oher Long-term Liabili
Note 7 - Oher Long-term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Rent payable | $ 27 | $ 52 |
Uncertain tax positions | 3,468 | 3,425 |
DOJ settlement (indemnified by RedPath) | 1,000 | 2,500 |
Other Liabilities Noncurrent | 201 | 201 |
$ 4,696 | $ 6,178 |
Note 8 - Stock-based Compensa48
Note 8 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Feb. 29, 2016 | Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||
RSU's and Restricted Stock [Member] | Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1.3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.25 | ||||
RSU's and Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,450,000 | ||||
Allocated Share-based Compensation Expense | $ 0.1 | $ 0.2 |
Note 8 - Weighted Average Assum
Note 8 - Weighted Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk-free interest rate | 0.97% | |
Expected life (years) | 3 years 182 days | |
Expected volatility | 52.03% | |
Dividend yield | 0.00% |
Note 9 - Income Taxes (Details)
Note 9 - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Provision (benefit) for income tax | $ 9 | $ (73) |
Effective income tax rate | 0.20% | 1.00% |
Note 10 - Segment Information (
Note 10 - Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Number of Reportable Segments | 1 |
Note 11 - Discontinued Operat52
Note 11 - Discontinued Operations (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Discontinued Operations [Member] | ||
Severance Costs | $ 659,000 | |
Severance Costs | $ 1,100,000 | $ 3,700,000 |
Note 11 - Results Included in L
Note 11 - Results Included in Loss From Discontinued Operations, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenue, net | $ 1,644 | $ 36,463 | |
(Loss) income from discontinued operations, before tax | (735) | [1] | 3,118 |
Income tax expense | 45 | 1 | |
(Loss) income from discontinued operations, net of tax | $ (780) | $ 3,117 | |
[1] | Approximately $659,000 of the balance relates to severance relating to terminated employees. |
Note 11 - Assets and Liabilitie
Note 11 - Assets and Liabilities Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Commercial Services [Member] | ||
Accounts receivable, net | $ 735 | $ 3,296 |
Unbilled receivable, net | 16 | |
Other | $ 795 | 2,062 |
Current assets from discontinued operations | 1,530 | 5,374 |
Property and equipment, net | $ 33 | $ 190 |
Other | ||
Long-term assets from discontinued operations | $ 33 | $ 190 |
Total assets | 1,563 | 5,564 |
Accounts payable | $ 2,195 | 3,767 |
Unearned contract revenue | 11 | |
Accrued salary and bonus | $ 2,219 | 3,036 |
Other, liabilities | 1,812 | 5,092 |
Current liabilities from discontinued operations | 6,226 | 11,906 |
Total liabilities | $ 6,226 | $ 11,906 |
Other Discontinued Operations [Member] | ||
Accounts receivable, net | ||
Unbilled receivable, net | ||
Other | ||
Current assets from discontinued operations | ||
Property and equipment, net | ||
Other | $ 150 | $ 150 |
Long-term assets from discontinued operations | 150 | 150 |
Total assets | $ 150 | $ 150 |
Accounts payable | ||
Unearned contract revenue | ||
Accrued salary and bonus | ||
Other, liabilities | $ 288 | $ 358 |
Current liabilities from discontinued operations | 288 | 358 |
Total liabilities | 288 | 358 |
Accounts receivable, net | $ 735 | 3,296 |
Unbilled receivable, net | 16 | |
Other | $ 795 | 2,062 |
Current assets from discontinued operations | 1,530 | 5,374 |
Property and equipment, net | 33 | 190 |
Other | 150 | 150 |
Long-term assets from discontinued operations | 183 | 340 |
Total assets | 1,713 | 5,714 |
Accounts payable | $ 2,195 | 3,767 |
Unearned contract revenue | 11 | |
Accrued salary and bonus | $ 2,219 | 3,036 |
Other, liabilities | 2,100 | 5,450 |
Current liabilities from discontinued operations | 6,514 | 12,264 |
Total liabilities | $ 6,514 | $ 12,264 |
Note 12 - Long-term Debt (Detai
Note 12 - Long-term Debt (Details Textual) - USD ($) | Dec. 22, 2015 | Jun. 16, 2015 | Oct. 31, 2014 | Mar. 31, 2016 | Oct. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 |
RedPath Integrated Pathology, Inc [Member] | Notes Payable, Other Payables [Member] | ||||||||
Debt Instrument, Face Amount | $ 11,000,000 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,500,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Interest Expense, Debt | $ 200,000 | $ 200,000 | ||||||
RedPath Integrated Pathology, Inc [Member] | Loans Payable [Member] | ||||||||
Debt Instrument, Face Amount | $ 20,000,000 | |||||||
Debt Instrument, One Time Payment, Principal | $ 1,333,750 | |||||||
Proceeds from Issuance of Debt | $ 19,600,000 | |||||||
RedPath Integrated Pathology, Inc [Member] | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 10,700,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | |||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 1,500,000 | 1,500,000 | ||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date, Current | 500,000 | 500,000 | ||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date, Noncurrent | 1,000,000 | 1,000,000 | ||||||
Notes Payable, Other Payables [Member] | ||||||||
Long-term Debt | 8,600,000 | 8,600,000 | ||||||
Debt Instrument, Unamortized Discount | $ 2,100,000 | 2,100,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | 500,000 | 500,000 | |||||
Interest Expense, Debt | $ 203,000 | $ 848,000 | ||||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 500,000 | |||||||
Payments for Other Fees | $ 1,600,000 |
Note 12 - Long-Term Debt Future
Note 12 - Long-Term Debt Future Principal Payments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
2,016 | $ 1,334 |
2,017 | 5,335 |
2,018 | $ 4,001 |
Note 13 - Supplemental Cash F57
Note 13 - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net cash (used in) provided by operating activities of discontinued operations | $ (2,171) | $ 6,073 |
Net cash provided by (used in) investing activities of discontinued operations |