Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
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) | 6,723,709 | ||
Entity Public Float | $ 3,349,502 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 602 | $ 8,310 |
Short-term investments | 106 | |
Accounts receivable, net | 2,209 | 2,806 |
Other current assets | 1,415 | 2,569 |
Current assets from discontinued operations | 5,374 | |
Total current assets | 4,240 | 19,165 |
Property and equipment, net | 929 | 1,460 |
Other intangible assets, net | 36,358 | 43,492 |
Other long-term assets | 251 | 3,255 |
Non-current assets from discontinued operations | 14 | 340 |
Total assets | 41,778 | 67,712 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 2,326 | 1,560 |
Accrued salary and bonus | 3,551 | 2,424 |
Other accrued expenses | 6,236 | 5,961 |
Current portion of long-term debt, net of debt discount | 1,164 | |
Current liabilities from discontinued operations | 4,128 | 12,264 |
Total current liabilities | 16,241 | 23,373 |
Contingent consideration | 7,254 | 17,890 |
Long-term debt, net of debt discount | 7,908 | 7,233 |
Other long-term liabilities | 3,844 | 6,178 |
Total liabilities | 35,247 | 54,674 |
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; 100,000,000 shares authorized; 2,230,506 and 1,870,506 shares issued, respectively; 2,176,252 and 1,766,252 shares outstanding, respectively | 22 | 19 |
Additional paid-in capital | 127,736 | 132,690 |
Accumulated deficit | (119,584) | (111,252) |
Accumulated other comprehensive income | 13 | |
Treasury stock, at cost (54,254 and 104,254 shares, respectively) | (1,643) | (8,432) |
Total stockholders' equity | 6,531 | 13,038 |
Total liabilities and stockholders' equity | $ 41,778 | $ 67,712 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (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 value (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) | 2,230,506 | 1,870,506 |
Common stock, shares outstanding (in shares) | 2,176,252 | 1,766,252 |
Treasury Stock, Shares (in shares) | 54,254 | 104,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, net | $ 13,085 | $ 9,432 |
Cost of revenue (excluding amortization of $3,770 and $3,812 respectively) | 6,641 | 6,910 |
Gross profit | 6,444 | 2,522 |
Operating expenses: | ||
Sales and marketing | 5,462 | 10,358 |
Research and development | 1,647 | 2,292 |
General and administrative | 10,504 | 16,922 |
Acquisition related amortization expense | 3,770 | 3,812 |
Asset impairment | 3,363 | 635 |
Loss on extinguishment of debt | 1,873 | |
Goodwill impairment | 15,666 | |
Change in fair value of contingent consideration | (11,860) | (7,993) |
Total operating expenses | 12,886 | 42,930 |
Operating loss | (6,442) | (40,408) |
Interest expense | (2,144) | (3,705) |
Other income (expense), net | 14 | (93) |
Loss from continuing operations before tax | (8,572) | (44,206) |
Benefit from income taxes from continuing operations | (162) | (13,136) |
Loss from continuing operations | (8,410) | (31,070) |
Discontinued Operations | ||
(Loss) income from discontinued operations | (886) | 10,341 |
Gain on sale of assets | 1,326 | 21,634 |
Income from discontinued operations | 440 | 31,975 |
Provision for income tax on discontinued operations | 362 | 12,261 |
Income from discontinued operations, net of tax | 78 | 19,714 |
Net loss | (8,332) | (11,356) |
Unrealized holding loss on available-for-sale securities, net | (3) | |
Comprehensive loss | $ (8,332) | $ (11,359) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations (in dollars per share) | $ (4.63) | $ (20.08) |
From discontinued operations (in dollars per share) | 0.04 | 12.74 |
Net loss per basic and diluted share of common stock (in dollars per share) | $ (4.59) | $ (7.34) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic (in shares) | 1,816 | 1,548 |
Diluted (in shares) | 1,816 | 1,548 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member]2016 Equity Offering [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member]2016 Equity Offering [Member] | Additional Paid-in Capital [Member]ATM [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Total stockholders' equity | $ 17,000 | $ (14,334,000) | $ 134,339,000 | $ (99,896,000) | $ 16,000 | ||||
Beginning balance (in shares) at Dec. 31, 2014 | 1,656,000 | 120,000 | |||||||
Beginning balance at Dec. 31, 2014 | $ 17,000 | $ (14,334,000) | 134,339,000 | (99,896,000) | 16,000 | ||||
Common stock issued (in shares) | 132,000 | ||||||||
Common stock issued | $ 1,000 | $ 451,000 | 2,000 | ||||||
Restricted stock issued (in shares) | 87,000 | ||||||||
Restricted stock issued | $ 1,000 | $ 6,110,000 | (9,000) | ||||||
Restricted stock forfeited (in shares) | (5,000) | ||||||||
Restricted stock forfeited | |||||||||
Ending balance (in shares) at Dec. 31, 2015 | 1,870,000 | 104,000 | |||||||
Ending balance at Dec. 31, 2015 | $ 19,000 | $ (8,432,000) | 132,690,000 | (111,252,000) | 13,000 | $ 13,038,000 | |||
Treasury stock reissued (in shares) | (50,000) | ||||||||
Treasury stock purchased (in shares) | 34,000 | ||||||||
Treasury stock purchased | $ (208,000) | ||||||||
Treasury stock reissued | (6,110,000) | ||||||||
Stock-based compensation expense | 4,017,000 | ||||||||
Net loss | (11,356,000) | (11,356,000) | |||||||
Unrealized holding loss on available-for-sale securities, net | (3,000) | (3,000) | |||||||
Total stockholders' equity | 19,000 | (8,432,000) | 132,690,000 | (111,252,000) | 13,000 | 13,038,000 | |||
Total stockholders' equity | $ 19,000 | (8,432,000) | 132,690,000 | (111,252,000) | 13,000 | $ 13,038,000 | |||
Common stock issued (in shares) | 200,000 | ||||||||
Common stock issued | $ 2,000 | $ 857,000 | |||||||
Exercise of warrants (in shares) | 160,000 | ||||||||
Exercise of warrants | $ 1,000 | 15 | |||||||
Restricted stock issued (in shares) | |||||||||
Restricted stock issued | $ 6,789,000 | ||||||||
Restricted stock forfeited (in shares) | 0 | ||||||||
Restricted stock forfeited | |||||||||
Ending balance (in shares) at Dec. 31, 2016 | 2,230,000 | 54,000 | |||||||
Ending balance at Dec. 31, 2016 | $ 22,000 | $ (1,643,000) | 127,736,000 | (119,584,000) | $ 6,531,000 | ||||
Treasury stock reissued (in shares) | (50,000) | ||||||||
Treasury stock purchased (in shares) | |||||||||
Issuance of warrants | 832,000 | ||||||||
Treasury stock reissued | (6,789,000) | ||||||||
Stock-based compensation expense | 131,000 | ||||||||
Net loss | (8,332,000) | (8,332,000) | |||||||
Unrealized holding loss on available-for-sale securities, net | |||||||||
Realized loss, net of tax | (13,000) | ||||||||
Total stockholders' equity | 19,000 | $ (8,432,000) | 132,690,000 | (111,252,000) | 13,000 | 6,531,000 | |||
Total stockholders' equity | $ 22,000 | $ (1,643,000) | $ 127,736,000 | $ (119,584,000) | $ 6,531,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities | ||
Net loss | $ (8,332) | $ (11,356) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,483 | 5,030 |
Realignment accrual accretion | 34 | 139 |
Interest accretion | 2,144 | 1,095 |
Provision for bad debt | 899 | 802 |
Other current assets | 102 | 979 |
Gain on sale of discontinued operations | (21,634) | |
Share-based Compensation | 131 | 4,017 |
Goodwill, Impairment Loss | 15,666 | |
Asset Impairment Charges | 3,363 | 635 |
Non-cash loss on debt extinguishment | 476 | |
Change in fair value of contingent consideration | (11,860) | (7,993) |
Deferred taxes | (1,167) | |
Realized gain on benefit plan | (4) | |
Other changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable | 4,766 | (5,486) |
Decrease (increase) in unbilled receivable | 16 | (181) |
Decrease in other current assets | 1,478 | 2,350 |
Decrease in other long-term assets | 3,004 | 3,286 |
Increase in accounts payable | 143 | 1,019 |
(Decrease) in unearned contract revenue | (11) | (5,201) |
Decrease in current portion of long-term debt | (1,333) | |
(Decrease) increase in accrued salaries and bonus | (637) | 895 |
Decrease in accrued liabilities | (4,992) | (3,389) |
(Decrease) increase in long-term liabilities | (2,334) | 176 |
Net cash used in operating activities | (8,940) | (19,842) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (353) | |
Net proceeds from sale of assets | 26,751 | |
Net cash provided by investing activities | 26,398 | |
Cash Flows From Financing Activities | ||
Repayment of financing arrangement | (20,000) | |
Payments of contingent consideration | (475) | |
Debt extinguishment costs | (1,600) | |
Issuance of common stock, net of expenses | 1,707 | 451 |
Cash paid for repurchase of restricted shares | (208) | |
Net cash provided by (used in) financing activities | 1,232 | (21,357) |
Net decrease in cash and cash equivalents | (7,708) | (14,801) |
Cash and cash equivalents – beginning | 8,310 | 23,111 |
Cash and cash equivalents – ending | 602 | 8,310 |
Cash paid for taxes | 71 | 242 |
Cash paid for interest | $ 3,128 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 1. Nature of Business and Significant Accounting Policies Nature of Business Interpace Diagnostics Group, Inc. (the “Company”) is a fully integrated commercial company that provides clinically useful molecular diagnostic tests and pathology services . The Company develops and commercializes molecular diagnostic tests and related first three 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 include the Company's wholly-owned subsidiaries: Group DCA, LLC (“Group DCA”); InServe Support Solutions (Pharmakon); and TVG, Inc. (TVG, dissolved December 31, 2014) Effective December 31, 2015, one December 22, 2015, 4, 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, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, income tax accruals, and asset impairments. 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 Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205 20, 205 20 4, 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 may twelve may may twelve 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 may Other current assets Other current assets consisted of the following as of December 31, 2016 2015: December 31, 2016 December 31, 2015 Indemnification assets $ 875 $ 875 Letters of credit - 360 Other receivables 325 1,048 Other 215 286 Total other current assets $ 1,415 $ 2,569 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 ten two five five seven four five 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 seven 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 See Note 6, 4, 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 The Company tests its goodwill for impairment at least annually (as of December 31) may may may may During the Company's 2015 $15.7 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 nine 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 During 2015, December 31, 2015, no December 31, 2016, $3.4 ® 7, 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, 450. In connection with the October 31, 2014 January 2013 March 31st 10, 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 Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may may 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. 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 third third 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 12, 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 may tenant 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 fifty may 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. Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two 2016 2015, Reverse stock split On December 28, 2016, one ten |
Note 2 - Recent Accounting Stan
Note 2 - Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Recent Accounting Standards In August 2014, one December 15, 2016, 2016. In February 2016, 2016 02, 842), twelve December 15, 2018, In May 2016, 2016 12, April 2016, 2016 10, March 2016, 2016 08, August 2015, 2015 14 May 2014, 2014 09, 2016 12 2016 10 two 2016 08 2015 14 December 15, 2017, December 15, 2016, 2014 09 |
Note 3 - Liquidity
Note 3 - Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | 3. Liquidity The accompanying 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 December 31, 2016, $0.6 $2.2 $4.2 $16.2 December 31, 2016, $8.3 $8.9 On December 22, 2016, $1.9 $1.7 2017, three $12.2 19, The Company also entered into a Credit Agreement with SCM Specialty Finance Opportunities Fund, L.P. on September 28, 2016 may On September 28, 2016 $1.2 September 28, 2018. 2.75%, 5.0% Also on the Closing Date, the Company and its Subsidiaries acknowledged and agreed to an Intercreditor Agreement (the “Intercreditor Agreement”) by and between the Lender and the RedPath Equityholder Representative pursuant to which the Lender has a first second first The Company agreed to pay certain out-of-pocket costs and expenses incurred by the Lender in connection with the Credit Agreement and related documents, the administration of the Loan and related documents and the enforcement or protection of the Lender’s rights. The Lender is also entitled to: (a) a $12,000 one twelfth one (0.083%) one sixth one (0.1666%) two (2%) first one (1%) The Credit Agreement contains customary representations and warranties in favor of the Lender and certain covenants, including, among other things, financial covenants relating to loan turnover rates, liquidity and revenue targets. As of March 27, 2017 may On March 23, 2017, October 31, 2014, October 2014, $9,336,250 $8,869,437.50. Pursuant to the Exchange Agreement, the Company and the Investor agreed to exchange the RedPath Note for (i) a senior secured convertible note in the aggregate principal amount of $5,321,662.50 $3,547,775 $8,869,437.50. 55% The Exchanged Notes mature at 125% fifteenth June 22, 2018, one one (1.01%) may As of March 30, 2017, 80% $4,321,663 1,730,534 Due to the Company’s operating deficit and past due vendor debt the Company will require additional capital to meet its obligations. There is no guarantee that additional capital will be raised to fund its operations in 2017 one may may additional capital. |
Note 4 - Discontinued Operation
Note 4 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 4. On December 22, 2015, October 30, 2015, $28.5 $25.5 $3 2017 one third 2016 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 17, In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, on December 22, 2015, six December 31, 2020. The Asset Purchase Agreement also required the Company 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 CSO business for the years ended December 31, 2016 2015 Gain on Sale (in thousands) 2016 2015 Purchase price $ - $ 25,467 Working capital adjustment 1,326 3,067 Total consideration 1,326 28,534 Assets and liabilities sold, net - (5,311 ) Transaction costs - (1,806 ) Gain on sale $ 1,326 ** $ 21,417 * * Does not include $0.2 2015 ** In 2016, $0.1 As a result of the sale, the gain on sale and all operations from the CSO business were classified as discontinued operations for all periods presented. On December 31, 2014, first 2015, $0.2 December 29, 2011, fourth 2012, July 19, 2010, July 20, 2010. 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 December 31, 2016 2015. For the Years Ended December 31, 2016 2015 Revenue, net $ 1,644 $ 134,850 (Loss) income from discontinued operations (886 ) 10,341 Gain on sale of assets 1,326 21,634 Income from discontinued operations, before tax 440 31,975 Income tax expense 362 12,261 Income from discontinued operations, net of tax $ 78 $ 19,714 The assets and liabilities classified as discontinued operations relate to Commercial Services, Group DCA, Pharmakon, and TVG. As of December 31, 2016 December 31, 2015, For the Years Ended December 31, 2016 2015 CSO DCA/ TVG Total CSO DCA/ TVG Total Accounts receivable, net $ - $ - $ - $ 3,296 $ - $ 3,296 Unbilled receivable, net - - - 16 - 16 Other - - - 2,062 - 2,062 Current assets from discontinued operations - - - 5,374 - 5,374 Property and equipment, net - - - 190 - 190 Other - 14 14 - 150 150 Long-term assets from discontinued operations - 14 14 190 150 340 Total assets $ - $ 14 $ 14 $ 5,564 $ 150 $ 5,714 Accounts payable $ 890 $ - $ 890 $ 3,767 $ - $ 3,767 Unearned contract revenue - - - 11 - 11 Accrued salary and bonus 1,272 - 1,272 3,036 - 3,036 Other 1,966 - 1,966 5,092 358 5,450 Current liabilities from discontinued operations 4,128 - 4,128 11,906 358 12,264 Total liabilities $ 4,128 $ - $ 4,128 $ 11,906 $ 358 $ 12,264 |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5. 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 Level 1: Level 2: third Level 3: 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, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 602 $ 602 $ 602 $ - $ - Money market funds - - - - - $ 602 $ 602 $ 602 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 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 The fair value of marketable securities is valued using market prices in active markets (level 1). December 31, 2016 2015, 2) 3). In connection with the acquisition of the Acquired Property from Asuragen and acquisition of RedPath, the Company recorded $4.5 $22.1 3 $11.9 December 31, 2016. $8.0 December 31, 2015. $0.3 $7.2 December 31, 2015 2016 Asuragen RedPath Total Balance as of January 1, 2015 $ 4,476 $ 22,066 $ 26,542 Accretion - - - Payments - - - Adjustment to fair value 152 (8,145 ) (7,993 ) Balance as of December 31, 2015 4,628 13,921 18,549 Accretion 325 975 1,300 Payments (475 ) - (475 ) Adjustment to fair value (2,933 ) (8,927 ) (11,860 ) Balance as of December 31, 2016 $ 1,545 $ 5,969 $ 7,514 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. Long-term debt with an aggregate principal amount of approximately $9.34 $8.9 March 23, 2017 Certain of the Company's non-financial assets, such as other intangible assets and goodwill are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Fair Value Measurements as of Carrying Amount as of December 31, 2016 December 31, 2016 Level 1 Level 2 Level 3 Pancreas $ - $ - $ - $ - Biobank - - - - Total $ - $ - $ - $ - Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Pancreas $ 2,625 $ - $ - $ 2,625 Biobank 1,034 - - 1,034 Total $ 3,659 $ - $ - $ 3,659 Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Goodwill $ - $ - $ - $ - |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and equipment consisted of the following as of December 31, 2016 2015: December 31, 2016 2015 Furniture and fixtures $ 667 $ 2,862 Office equipment 1,503 2,475 Computer equipment 3,473 3,476 Internal-use software 113 7,438 Leasehold improvements 878 4,762 6,634 21,013 Less accumulated depreciation (5,705 ) (19,553 ) $ 929 $ 1,460 Depreciation expense from continuing operations was approximately $0.5 $0.6 December 31, 2016 2015, December 31, 2015, $0.6 Loss from discontinued operations December 31, 2016, no The decrease in gross property and equipment and accumulated depreciation in 2016 2016. |
Note 7 - Goodwill and Other Int
Note 7 - Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. Goodwill and Other Intangible Assets Goodwill During the Company's annual impairment testing of goodwill as of December 31, 2015, $15.7 January 1, 2015 December 31, 2015 2015 January 1, Additions Adjustments Impairments December 31, RedPath $ 15,545 $ — $ 121 $ (15,666 ) $ — Other Intangible Assets The net carrying value of the identifiable intangible assets as of December 31, 2016 December 31, 2015 As of December 31, 2016 As of December 31, 2015 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - 2,882 Biobank - - 1,575 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 43,011 $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (7,262 ) $ (4,585 ) Net Carrying Value $ 36,358 $ 43,492 Amortization expense was approximately $3.8 December 31, 2016 2015, five 2017 2018 2019 2020 2021 $ 4,272 $ 5,292 $ 5,292 $ 5,292 $ 4,908 In 2016, $3.4 ® |
Note 8 - Retirement Plans
Note 8 - Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 8. Retirement Plans The Company offers an employee 401(k) 401(k) may 50% 100% first 3% 50% 3% 5%. 401(k) 401(k) December 31, 2016 December 31, 2015 $0.1 $0.1 |
Note 9 - Accrued Expenses and O
Note 9 - Accrued Expenses and Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Other Liabilities Disclosure [Text Block] | 9. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2016 2015: December 31, 2016 December 31, 2015 Accrued royalties $ 711 $ 111 Insurance and benefit accruals 40 366 Indemnification liability 875 875 Contingent consideration 260 659 Rent payable 110 127 DOJ settlement 80 250 Accrued professional fees 1,746 775 Taxes payable 526 591 Unclaimed property 565 546 Directors fees and insurance 40 107 All others 1,283 1,554 Total other accrued expenses $ 6,236 $ 5,961 Other long-term liabilities consisted of the following as of December 31, 2016 2015: December 31, 2016 December 31, 2015 Rent payable $ - $ 52 Uncertain tax positions 3,594 3,425 DOJ settlement (indemnified by RedPath) 250 2,500 Other - 201 Total other long-term liabilities $ 3,844 $ 6,178 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. Commitments and Contingencies The Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through 2017. December 31, 2016 2015 $0.9 $0.8 As of December 31, 2016, one one Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 285 $ 285 $ - $ - $ - Contractual obligation - - - - - Total $ 285 $ 285 $ - $ - $ - 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 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. September 30, 2016, In connection with the October 31, 2014 December 31, 2014 2017, $3.0 Payments are due March 31st May 2016, $250,000 2014 $85,000 July 31, 2016, $85,000 October 31, 2016 $80,000 February 28, 2017. $170,000 2016. December 31, 2016, $0.3 Prolias Technologies, Inc. v. PDI, Inc. On April 8, 2015, 899 15). August 19, 2013 October 13, 2016, $621,236, ten $500,000 $390,769, $1,000,000 10.2(a) November 17, 2016, On February 16, 2017, March 9, 2017, $636,053 ten $500,000 $136.99) $1,000,000 10.2(a) March 17, 2017, Swann v. Akorn, Inc., and Interpace Diagnostics Group, Inc. On May 27, 2016, one 2016 40 03362). $300,000, Severance In 2015, $3.7 During the first March 31, 2016 $1.1 $0.5 The current severance liability as of December 31, 2016 $3.1 $2.2 $0.9 December 31, 2015 $3.7 $2.7 $1.0 January 2017, five 35% February 2017 $1.0 19, |
Note 11 - Preferred Stock and E
Note 11 - Preferred Stock and Equity Offerings | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 11. Preferred Stock and Equity Offerings The board of directors (the “Board”) of the Company is authorized to issue, from time-to-time, up to 5,000,000 one December 31, 2016 2015, no Equity offering – 2016 On December 22, 2016, 200,000 $5.30 160,000 $5.20 $0.10 $1.9 $1.7 $0.2 2017, three 19, Equity offering - 2015 On November 2, 2015, $0.01 $5,000,000 Under the Sales Agreement, Cantor could sell the shares of common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 1933, may The Company paid Cantor a commission of 3.0% fourth 2015, 59,070 $0.5 no 2016. |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. 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. Currently, the Company is able to grant options, SARs and restricted shares from the Interpace Diagnostics Group, Inc. Amended and Restated 2004 2004 2015, 2004 2004 1998 1998 2000 2000 2004 2,450,000 2004 2004 2004 Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire10 two three 2016, one one third five three three 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 zero 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, 2004 fourth 2015. $2.0 The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the year ended December 31, 2016 December 31, 2015. December 31, 2016 December 31, 2015 Risk-free interest rate 0.66% 1.02% Expected life (in years) 4.7 3.5 Expected volatility 145.71% 54.47% Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2016 $1.40. December 31, 2015 $5.30. no 2016 2015. As of December 31, 2015, no The impact of SARs, performance shares, RSUs and restricted stock on net loss for the years ended December 31, 2016 2015 2016 2015 SARs $ - $ 823 Performance awards - 254 RSUs and restricted stock 109 2,940 Options 22 - Total stock-based compensation expense $ 131 $ 4,017 A summary of stock option and SARs activity for the year ended December 31, 2016, Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2016 102,680 $ 46.71 2.74 $ - Granted 87,871 1.60 9.80 - Exercised - Forfeited or expired - Outstanding at December 31, 2016 190,551 25.80 5.42 632 Exercisable at December 31, 2016 117,334 41.05 2.69 106 Vested and expected to vest 183,229 26.88 5.25 580 A summary of the status of the Company’s nonvested options for the year ended December 31, 2016, Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 - $ - Granted 87,871 1.37 Vested (14,654 ) 1.37 Forfeited - - Nonvested at December 31, 2016 73,217 $ 1.37 The aggregate fair value of SARs and options vested during the years ended December 31, 2016 2015 $0.02 $1.7 December 31, 2015 $1.66. A summary of the Company’s nonvested shares of restricted stock and restricted stock units for the year ended December 31, 2016, Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2016 - $ - - $ - Granted 131,688 $ 2.51 - - Vested - $ - - - Forfeited (29,319 ) $ 2.56 - - Nonvested at December 31, 2016 102,369 $ 2.49 2.14 $ 502 The aggregate fair value of restricted stock and restricted stock units vested during each of the years ended December 31, 2016 2015 zero $5.4 December 31, 2015 $2.73. |
Note 13 - Revenue Sources
Note 13 - Revenue Sources | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 13. 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% 2016 10% Years Ended December 31, Customer 2016 2015 Medicare $ 5,344 $ 4,046 Commercial Payors $ 3,150 $ 1,252 Client Billings $ 2,955 $ 1,944 Medicare Advantage $ 1,170 $ 1,700 |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 14. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2016 2015 2016 2015 Current: Federal $ (154 ) $ (11,244 ) State (8 ) (725 ) Total current (162 ) (11,969 ) Deferred: Federal - - State - (1,167 ) Total deferred - (1,167 ) Benefit for income taxes $ (162 ) $ (13,136 ) 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, 2016 not $1.1 805. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2016 2015 2016 2015 Deferred tax assets included in other current assets Allowances and reserves $ 9,715 $ 8,458 Compensation 1,292 2,176 Valuation allowance on deferred tax assets (11,007 ) (10,634 ) - - Noncurrent deferred tax assets (liabilities) included in other long-term assets: State net operating loss carryforwards 7,338 7,126 Federal net operating loss carryforwards 51,685 46,166 Credit carryforward 250 248 State taxes 1,124 1,124 Property, plant and equipment 1,464 2,350 Intangible assets (8,411 ) (10,992 ) Other reserves - restructuring 19 208 Deferred revenue 4 4 Valuation allowance on deferred tax assets (53,473 ) (46,234 ) - - Noncurrent deferred tax liabilities, net $ - $ - The Company's current deferred tax asset and noncurrent deferred tax liability are included within Other current assets and Other long-term liabilities December 31, 2016. December 31, 2016, $147.7 $105.0 2027, The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. During December 2016 February 2017, four 3.1 may three 50%, 382 383 1986, may may may 382(g) may A reconciliation of the difference between the federal statutory tax rates and the Company's effective tax rate from continuing operations is as follows: 2016 2015 Federal statutory rate 34.0 % 35.0 % State income tax rate, net of Federal tax benefit 6.0 % 2.1 % Meals and entertainment (0.3 %) (0.1 %) Contingent consideration 42.4 % 6.2 % Goodwill impairment - (12.4 %) Valuation allowance (78.8 %) (27.7 %) Other non-deductible (3.3 %) (0.6 %) Discontinued operations allocation 1.9 % 27.1 % Net change in Federal and state reserves - - Effective tax rate 1.9 % 29.6 % The following table summarizes the change in uncertain tax benefit reserves for the two December 31, 2016: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2015 $ 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 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, 2016 $ 1,117 As of December 31, 2016 2015, $1.1 December 31, 2016 2015 $1.1 The Company recognized interest and penalties of $0.2 December 31, 2016 2015. December 31, 2016 2015, $2.6 $2.4 Other long-term liabilities 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, 2016: Jurisdiction Tax Years Federal 2013 - 2016 State and Local 2012 - 2016 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, 2016. 2014, December 31, 2012 December 31, 2011 2015. |
Note 15 - Historical Basic and
Note 15 - Historical Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 15. Historical Basic and Diluted Net Loss per Share On December 28, 2016, one ten 10 one change in the par value per share. All historical share amount shave been adjusted to reflect the split. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2016 2015 Years Ended December 31, 2016 2015 Basic weighted average number of of common shares 1,816 1,548 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 1,816 1,548 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, 2016 2015 Options 87,871 - Stock-settled stock appreciation rights (SARs) 102,680 102,680 Restricted stock units (RSUs) 102,369 - 292,920 102,680 |
Note 16 - Segment Information
Note 16 - Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 16. Segment Information The accounting policies followed by the Company's molecular diagnostics business are described in Note 1, Effective December 31, 2015, one December 22, 2015. 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 |
Note 17 - Long-term Debt
Note 17 - Long-term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 17. Long-Term Debt On October 31, 2014, March 23, 2017. 19, Originally, the RedPath Note was $11.0 eight October 1, 2016. September 30, first November 1, 2016. October 31, 2016, first November 20, 2016. November 16, 2016, first December 31, 2016, $400,000, 13 November 22, 2016. December 29, 2016 first $1.3 first April 1, 2017. 19, In the second 2015, $10.7 December 2015, The obligations of the Company under the RedPath Note were guaranteed by the Company and its subsidiaries pursuant to a Guarantee and Collateral Agreement (the “Subordinated Guarantee”) in favor of the RedPath 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 RedPath Equityholder Representative. Based on the Company's incremental borrowing rate under its Credit Agreement, the fair value of the RedPath Note at the date of issuance was $7.5 December 31, 2016 2015, $0.8 and $0.8 December 31, 2016, $7.9 $1.4 In addition, the Company entered into the Credit Agreement with SWK Funding LLC (the “Agent”) and the lenders party thereto in connection with the Transaction in the aggregate principal amount of $20.0 October 31, 2020. $19.6 Upon the sale of substantially all of the CSO business on December 22, 2015, $20.0 $1.6 October 31, 2014, December 22, 2015. |
Note 18 - Supplemental Cash Flo
Note 18 - Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 18. 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, 2016 2015: For The Years Ended December 31, 2016 2015 Net cash (used in) provided by operating activities of discontinued operations $ (2,000 ) $ 9,160 Net cash provided by investing activities of discontinued operations $ - $ 26,721 |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. Subsequent Events Equity Offerings On January 6, 2017, 630,000 $6.81 $4.2 In addition, the Company granted each institutional investor who participated in the Second Registered Direct Offering the right, for a period of 15 January 6, 2017, April 6, 2018, 50% On January 25, 2017, 855,000 855,000 1933, 4(a)(2) 506(b) $4.69 $4 $1.0 five On February 3, 2017 1,200,000 $3.00 9% Debt Exchange for RedPath Note On March 23, 2017, October 2014, $9.3 $8.9 Pursuant to the Exchange Agreement, the Company and the Investor agreed to exchange the RedPath Note for (i) a senior secured convertible note in the aggregate principal amount of $5.3 $3.6 $8.9 55% The Exchanged Notes mature at 125% fifteenth June 22, 2018, one one (1.01%) may $500,000) 115% first 180 120% 180 270 125% 270 may may The Exchanged Convertible Note is convertible into shares of the Company’s common stock. The Investor may $2.44. may $0.40 88% 10 135% $3.29, five 9.99% March 30, 2017, 80% $4,321,663 1,730,534 In the event the Company seeks and obtains stockholder approval to issue shares of common stock in connection with the conversion of the Exchanged Convertible Note (which determination shall be at the Company’s sole discretion) from and after the date of the Exchange Agreement, the Exchanged Convertible Note may $0.40 88% 10 135% $3.29, five 9.99% The Company entered into an engagement letter with Maxim Group LLC (“Maxim”). Maxim will be paid $150,000 6.5% 3.25% 15 Termination Agreement Simultaneously with the consummation of the sale of the RedPath Note to the Investor, on March 22, 2017, October 31, 2014, October 31, 2014, 100,000 10 $4.69 six September 22, 2016 fifth If at any time the Company grants, issues or sells any instruments that are convertible into or exercisable or exchangeable for common stock or rights to purchase stock, warrants, securities or other property pro rata to all of the stockholders (the “Purchase Rights”), then the holder of a RedPath Warrant will be entitled to acquire, on the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete exercise of the RedPath Warrant immediately before the date on which a record is taken or otherwise determined for the grant, issuance or sale of such Purchase Rights. In addition, during such time as the RedPath Warrants are outstanding, if the Company declares any dividend or other distribution of its assets (or rights to acquire its assets) to all of the stockholders, by way of return of capital or otherwise (a “Distribution”), then, in each such case, the holder will be entitled to participate in such Distribution to the same extent that the holder would have participated therein if the holder had held the number of shares of common stock acquirable upon complete exercise of the RedPath Warrant immediately before the date of which a record is taken or otherwise determined for participation in such Distribution. Agreement with Former Senior Executives Effective January 17, 2017, five 35% $1.0 $2.9 March 1, 2017. $4.0 February 27, 2017. $4 2017, December 31, 2016. first 2017. Brookwood MC Investors, LLC & MCII v, PDI, Inc . On March 30, 2017, tenancy $203,734 $54,075 January March 2017, $136,975. April 21, 2017. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | INTERPACE DIAGNOSTICS GROUP, INC. VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2016 2015 ($ in thousands) Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other 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 2016 Allowance for doubtful accounts $ 802 899 (1,338 ) $ 363 Allowance for doubtful notes $ 1,646 - - $ 1,646 Tax valuation allowance $ 56,868 - 7,612 $ 64,480 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 accounting for business combinations, valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, income tax accruals, and asset impairments. 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 |
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, 205 20 4, |
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 may twelve may may twelve 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 may |
Other Current Assets, Policy [Policy Text Block] | Other current assets Other current assets consisted of the following as of December 31, 2016 2015: December 31, 2016 December 31, 2015 Indemnification assets $ 875 $ 875 Letters of credit - 360 Other receivables 325 1,048 Other 215 286 Total other current assets $ 1,415 $ 2,569 |
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 ten two five five seven four five |
Research, Development, and Computer Software, Policy [Policy Text Block] | 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 seven 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 See Note 6, 4, |
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 The Company tests its goodwill for impairment at least annually (as of December 31) may may may may During the Company's 2015 $15.7 |
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 nine 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 During 2015, December 31, 2015, no December 31, 2016, $3.4 ® 7, |
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, 450. In connection with the October 31, 2014 January 2013 March 31st 10, |
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 Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may may 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. 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 third third 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. See Note 12, |
Treasury Stock Policy [Policy Text Block] | 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. |
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 may tenant |
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 fifty may 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] | Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two 2016 2015, |
Reverse Stock Split [Policy Text Block] | Reverse stock split On December 28, 2016, one ten |
Note 1 - Nature of Business a28
Note 1 - Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Other Assets [Table Text Block] | December 31, 2016 December 31, 2015 Indemnification assets $ 875 $ 875 Letters of credit - 360 Other receivables 325 1,048 Other 215 286 Total other current assets $ 1,415 $ 2,569 |
Note 4 - Discontinued Operati29
Note 4 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Components of Loss from Discontinued Operations [Table Text Block] | For the Years Ended December 31, 2016 2015 Revenue, net $ 1,644 $ 134,850 (Loss) income from discontinued operations (886 ) 10,341 Gain on sale of assets 1,326 21,634 Income from discontinued operations, before tax 440 31,975 Income tax expense 362 12,261 Income from discontinued operations, net of tax $ 78 $ 19,714 |
Discontinued Operation, Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | For the Years Ended December 31, 2016 2015 CSO DCA/ TVG Total CSO DCA/ TVG Total Accounts receivable, net $ - $ - $ - $ 3,296 $ - $ 3,296 Unbilled receivable, net - - - 16 - 16 Other - - - 2,062 - 2,062 Current assets from discontinued operations - - - 5,374 - 5,374 Property and equipment, net - - - 190 - 190 Other - 14 14 - 150 150 Long-term assets from discontinued operations - 14 14 190 150 340 Total assets $ - $ 14 $ 14 $ 5,564 $ 150 $ 5,714 Accounts payable $ 890 $ - $ 890 $ 3,767 $ - $ 3,767 Unearned contract revenue - - - 11 - 11 Accrued salary and bonus 1,272 - 1,272 3,036 - 3,036 Other 1,966 - 1,966 5,092 358 5,450 Current liabilities from discontinued operations 4,128 - 4,128 11,906 358 12,264 Total liabilities $ 4,128 $ - $ 4,128 $ 11,906 $ 358 $ 12,264 |
Commercial Services [Member] | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Gain on Sale (in thousands) 2016 2015 Purchase price $ - $ 25,467 Working capital adjustment 1,326 3,067 Total consideration 1,326 28,534 Assets and liabilities sold, net - (5,311 ) Transaction costs - (1,806 ) Gain on sale $ 1,326 ** $ 21,417 * |
Note 5 - Fair Value Measureme30
Note 5 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of December 31, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 602 $ 602 $ 602 $ - $ - Money market funds - - - - - $ 602 $ 602 $ 602 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 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 |
Fair Value Measurements, Nonrecurring [Table Text Block] | Fair Value Measurements as of Carrying Amount as of December 31, 2016 December 31, 2016 Level 1 Level 2 Level 3 Pancreas $ - $ - $ - $ - Biobank - - - - Total $ - $ - $ - $ - Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Pancreas $ 2,625 $ - $ - $ 2,625 Biobank 1,034 - - 1,034 Total $ 3,659 $ - $ - $ 3,659 Fair Value Measurements as of Carrying Amount as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Goodwill $ - $ - $ - $ - |
Contingent Consideration [Member] | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Asuragen RedPath Total Balance as of January 1, 2015 $ 4,476 $ 22,066 $ 26,542 Accretion - - - Payments - - - Adjustment to fair value 152 (8,145 ) (7,993 ) Balance as of December 31, 2015 4,628 13,921 18,549 Accretion 325 975 1,300 Payments (475 ) - (475 ) Adjustment to fair value (2,933 ) (8,927 ) (11,860 ) Balance as of December 31, 2016 $ 1,545 $ 5,969 $ 7,514 |
Note 6 - Property and Equipme31
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2016 2015 Furniture and fixtures $ 667 $ 2,862 Office equipment 1,503 2,475 Computer equipment 3,473 3,476 Internal-use software 113 7,438 Leasehold improvements 878 4,762 6,634 21,013 Less accumulated depreciation (5,705 ) (19,553 ) $ 929 $ 1,460 |
Note 7 - Goodwill and Other I32
Note 7 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | 2015 January 1, Additions Adjustments Impairments December 31, RedPath $ 15,545 $ — $ 121 $ (15,666 ) $ — |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | As of December 31, 2016 As of December 31, 2015 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - 2,882 Biobank - - 1,575 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 43,011 $ 47,468 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (7,262 ) $ (4,585 ) Net Carrying Value $ 36,358 $ 43,492 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2017 2018 2019 2020 2021 $ 4,272 $ 5,292 $ 5,292 $ 5,292 $ 4,908 |
Note 9 - Accrued Expenses and33
Note 9 - Accrued Expenses and Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 2016 December 31, 2015 Accrued royalties $ 711 $ 111 Insurance and benefit accruals 40 366 Indemnification liability 875 875 Contingent consideration 260 659 Rent payable 110 127 DOJ settlement 80 250 Accrued professional fees 1,746 775 Taxes payable 526 591 Unclaimed property 565 546 Directors fees and insurance 40 107 All others 1,283 1,554 Total other accrued expenses $ 6,236 $ 5,961 |
Schedule of Other Assets and Other Liabilities [Table Text Block] | December 31, 2016 December 31, 2015 Rent payable $ - $ 52 Uncertain tax positions 3,594 3,425 DOJ settlement (indemnified by RedPath) 250 2,500 Other - 201 Total other long-term liabilities $ 3,844 $ 6,178 |
Note 10 - Commitments and Con34
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 285 $ 285 $ - $ - $ - Contractual obligation - - - - - Total $ 285 $ 285 $ - $ - $ - |
Note 12 - Stock-based Compens35
Note 12 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | December 31, 2016 December 31, 2015 Risk-free interest rate 0.66% 1.02% Expected life (in years) 4.7 3.5 Expected volatility 145.71% 54.47% Dividend yield - - |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | 2016 2015 SARs $ - $ 823 Performance awards - 254 RSUs and restricted stock 109 2,940 Options 22 - Total stock-based compensation expense $ 131 $ 4,017 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2016 102,680 $ 46.71 2.74 $ - Granted 87,871 1.60 9.80 - Exercised - Forfeited or expired - Outstanding at December 31, 2016 190,551 25.80 5.42 632 Exercisable at December 31, 2016 117,334 41.05 2.69 106 Vested and expected to vest 183,229 26.88 5.25 580 |
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity [Table Text Block] | Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 - $ - Granted 87,871 1.37 Vested (14,654 ) 1.37 Forfeited - - Nonvested at December 31, 2016 73,217 $ 1.37 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2016 - $ - - $ - Granted 131,688 $ 2.51 - - Vested - $ - - - Forfeited (29,319 ) $ 2.56 - - Nonvested at December 31, 2016 102,369 $ 2.49 2.14 $ 502 |
Note 13 - Revenue Sources (Tabl
Note 13 - Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Years Ended December 31, Customer 2016 2015 Medicare $ 5,344 $ 4,046 Commercial Payors $ 3,150 $ 1,252 Client Billings $ 2,955 $ 1,944 Medicare Advantage $ 1,170 $ 1,700 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2016 2015 Current: Federal $ (154 ) $ (11,244 ) State (8 ) (725 ) Total current (162 ) (11,969 ) Deferred: Federal - - State - (1,167 ) Total deferred - (1,167 ) Benefit for income taxes $ (162 ) $ (13,136 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2016 2015 Deferred tax assets included in other current assets Allowances and reserves $ 9,715 $ 8,458 Compensation 1,292 2,176 Valuation allowance on deferred tax assets (11,007 ) (10,634 ) - - Noncurrent deferred tax assets (liabilities) included in other long-term assets: State net operating loss carryforwards 7,338 7,126 Federal net operating loss carryforwards 51,685 46,166 Credit carryforward 250 248 State taxes 1,124 1,124 Property, plant and equipment 1,464 2,350 Intangible assets (8,411 ) (10,992 ) Other reserves - restructuring 19 208 Deferred revenue 4 4 Valuation allowance on deferred tax assets (53,473 ) (46,234 ) - - Noncurrent deferred tax liabilities, net $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2016 2015 Federal statutory rate 34.0 % 35.0 % State income tax rate, net of Federal tax benefit 6.0 % 2.1 % Meals and entertainment (0.3 %) (0.1 %) Contingent consideration 42.4 % 6.2 % Goodwill impairment - (12.4 %) Valuation allowance (78.8 %) (27.7 %) Other non-deductible (3.3 %) (0.6 %) Discontinued operations allocation 1.9 % 27.1 % Net change in Federal and state reserves - - Effective tax rate 1.9 % 29.6 % |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2015 $ 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 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, 2016 $ 1,117 |
Schedule of Tax Years Subject to Examination [Table Text Block] | Jurisdiction Tax Years Federal 2013 - 2016 State and Local 2012 - 2016 |
Note 15 - Historical Basic an38
Note 15 - Historical Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Years Ended December 31, 2016 2015 Basic weighted average number of of common shares 1,816 1,548 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 1,816 1,548 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Years Ended December 31, 2016 2015 Options 87,871 - Stock-settled stock appreciation rights (SARs) 102,680 102,680 Restricted stock units (RSUs) 102,369 - 292,920 102,680 |
Note 18 - Supplemental Cash F39
Note 18 - Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | For The Years Ended December 31, 2016 2015 Net cash (used in) provided by operating activities of discontinued operations $ (2,000 ) $ 9,160 Net cash provided by investing activities of discontinued operations $ - $ 26,721 |
Schedule II - Valuation and Q40
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Summary of Valuation Allowance [Table Text Block] | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other 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 2016 Allowance for doubtful accounts $ 802 899 (1,338 ) $ 363 Allowance for doubtful notes $ 1,646 - - $ 1,646 Tax valuation allowance $ 56,868 - 7,612 $ 64,480 |
Note 1 - Nature of Business a41
Note 1 - Nature of Business and Significant Accounting Policies (Details Textual) $ in Thousands | Dec. 28, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Number of Reportable Segments | 1 | 1 | |
Goodwill, Impairment Loss | $ 15,666 | ||
Impairment of Intangible Assets, Finite-lived | $ 3,400 | $ 0 | |
Reverse Stock Split [Member] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | ||
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Office Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Office Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Lab Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Lab Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Leasehold Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Software for Internal Use [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software for Internal Use [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Software for External Use [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years |
Note 1 - Nature of Business a42
Note 1 - Nature of Business and Significant Accounting Policies - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Indemnification assets | $ 875 | $ 875 |
Letters of credit | 360 | |
Other receivables | 325 | 1,048 |
Other | 215 | 286 |
Total other current assets | $ 1,415 | $ 2,569 |
Note 3 - Liquidity (Details Tex
Note 3 - Liquidity (Details Textual) - USD ($) | Mar. 30, 2017 | Mar. 30, 2017 | Mar. 23, 2017 | Dec. 22, 2016 | Sep. 28, 2016 | Mar. 23, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 27, 2017 | Dec. 31, 2014 |
Cash and Cash Equivalents, at Carrying Value | $ 602,000 | $ 8,310,000 | $ 23,111,000 | |||||||
Accounts Receivable, Net, Current | 2,209,000 | 2,806,000 | ||||||||
Assets, Current | 4,240,000 | 19,165,000 | ||||||||
Liabilities, Current | 16,241,000 | 23,373,000 | ||||||||
Net Income (Loss) Attributable to Parent | (8,332,000) | (11,356,000) | ||||||||
Net Cash Provided by (Used in) Operating Activities | $ (8,940,000) | $ (19,842,000) | ||||||||
Credit Agreement [Member] | SCM Specialty Finance Opportunities Fund, L.P. [Member] | Revolving Credit Facility [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000 | |||||||||
Debt Instrument, Interest Rate, Increase in Event of Default | 5.00% | |||||||||
Debt Instrument, Fee Amount | $ 12,000 | |||||||||
Debt Instrument, Percentage Used to Determine Monthly Unused Line Fee | 0.083% | |||||||||
Debt Instrument, Percentage Used to Determine Monthly Collateral Management Fee | 0.1666% | |||||||||
Debt Instrument, Percentage Used to Determine Termination Fee, Before First Anniversary | 2.00% | |||||||||
Debt Instrument, Percentage Used to Determine Termination Fee, After First Anniversary | 1.00% | |||||||||
Credit Agreement [Member] | SCM Specialty Finance Opportunities Fund, L.P. [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||
Subsequent Event [Member] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,200,000 | |||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument, Face Amount | $ 9,336,250 | 9,336,250 | ||||||||
Debt Instrument, Face Amount Less Discount | 8,869,437.50 | 8,869,437.50 | ||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 8,869,437.50 | $ 8,869,437.50 | ||||||||
Debt Instrument, Percentage of Face Amount Secured | 55.00% | |||||||||
Debt Instrument, Percentage of Face Amount at Maturity | 125.00% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.01% | 1.01% | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | SCM Specialty Finance Opportunities Fund, L.P. [Member] | Revolving Credit Facility [Member] | ||||||||||
Long-term Line of Credit | $ 0 | |||||||||
Subsequent Event [Member] | Senior Secured Convertible Note [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | ||||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 5,321,662.50 | $ 5,321,662.50 | ||||||||
Debt Instrument, Converted Instrument, Percent | 80.00% | |||||||||
Debt Conversion, Original Debt, Amount | $ 4,321,663 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,730,534 | |||||||||
Subsequent Event [Member] | Senior Secured Note [Member] | Debt to Equity Conversion [Member] | ||||||||||
Debt Instrument, Face Amount | 9,340,000 | 9,340,000 | ||||||||
Debt Instrument, Face Amount Less Discount | 8,900,000 | 8,900,000 | ||||||||
Subsequent Event [Member] | Senior Secured Note [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument, Face Amount | 9,300,000 | 9,300,000 | ||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 3,547,775 | $ 3,547,775 | ||||||||
Debt Instrument, Converted Instrument, Percent | 80.00% | |||||||||
Debt Conversion, Original Debt, Amount | $ 4,321,663 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,730,534 | |||||||||
2016 Equity Offering [Member] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 1,900,000 | |||||||||
Proceeds From Issuance or Sale of Equity, Net | $ 1,700,000 |
Note 4 - Discontinued Operati44
Note 4 - Discontinued Operations (Details Textual) - USD ($) $ in Thousands | Oct. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 1,326 | $ 28,534 | ||||
Gain (Loss) on Disposition of Assets | 1,326 | [1] | 21,417 | [2] | ||
Proceeds from Sale of Productive Assets | 26,751 | |||||
Base Cash Price [Member] | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 25,467 | |||||
Working Capital Adjustment [Member] | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 1,326 | 3,067 | ||||
Commercial Services [Member] | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 28,500 | |||||
Commercial Services [Member] | Base Cash Price [Member] | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 25,500 | |||||
Commercial Services [Member] | Working Capital Adjustment [Member] | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 3,000 | |||||
Group DCA [Member] | ||||||
Gain (Loss) on Disposition of Assets | $ 200 | $ 200 | ||||
Proceeds from Sale of Productive Assets | $ 100 | |||||
[1] | In 2016, the gain on sale was used to offset liabilities owed to the Buyer which resulted in net cash proceeds of approximately $0.1 million. | |||||
[2] | Does not include $0.2 million gain on sale of the Group DCA business in 2015. |
Note 4 - Discontinued Operati45
Note 4 - Discontinued Operations - Gain on Sale of Business (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 1,326 | $ 28,534 | ||
Assets and liabilities sold, net | (5,311) | |||
Transaction costs | (1,806) | |||
Gain (Loss) on Disposition of Assets | 1,326 | [1] | 21,417 | [2] |
Base Cash Price [Member] | ||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 25,467 | |||
Working Capital Adjustment [Member] | ||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 1,326 | $ 3,067 | ||
[1] | In 2016, the gain on sale was used to offset liabilities owed to the Buyer which resulted in net cash proceeds of approximately $0.1 million. | |||
[2] | Does not include $0.2 million gain on sale of the Group DCA business in 2015. |
Note 4 - Discontinued Operati46
Note 4 - Discontinued Operations - Results Included in Loss From Discontinued Operations, Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, net | $ 1,644 | $ 134,850 |
(Loss) income from discontinued operations | (886) | 10,341 |
Gain on sale of assets | 1,326 | 21,634 |
Income from discontinued operations, before tax | 440 | 31,975 |
Income tax expense | 362 | 12,261 |
Income from discontinued operations, net of tax | $ 78 | $ 19,714 |
Note 4 - Discontinued Operati47
Note 4 - Discontinued Operations - Assets and Liabilities Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, net | $ 3,296 | |
Unbilled receivable, net | 16 | |
Other | 2,062 | |
Current assets from discontinued operations | 5,374 | |
Property and equipment, net | 190 | |
Other | 14 | 150 |
Long-term assets from discontinued operations | 14 | 340 |
Total assets | 14 | 5,714 |
Accounts payable | 890 | 3,767 |
Unearned contract revenue | 11 | |
Accrued salary and bonus | 1,272 | 3,036 |
Other, liabilities | 1,966 | 5,450 |
Current liabilities from discontinued operations | 4,128 | 12,264 |
Total liabilities | 4,128 | 12,264 |
Commercial Services [Member] | ||
Accounts receivable, net | 3,296 | |
Unbilled receivable, net | 16 | |
Other | 2,062 | |
Current assets from discontinued operations | 5,374 | |
Property and equipment, net | 190 | |
Other | ||
Long-term assets from discontinued operations | 190 | |
Total assets | 5,564 | |
Accounts payable | 890 | 3,767 |
Unearned contract revenue | 11 | |
Accrued salary and bonus | 1,272 | 3,036 |
Other, liabilities | 1,966 | 5,092 |
Current liabilities from discontinued operations | 4,128 | 11,906 |
Total liabilities | 4,128 | 11,906 |
Other Discontinued Operations [Member] | ||
Accounts receivable, net | ||
Unbilled receivable, net | ||
Other | ||
Current assets from discontinued operations | ||
Property and equipment, net | ||
Other | 14 | 150 |
Long-term assets from discontinued operations | 14 | 150 |
Total assets | 14 | 150 |
Accounts payable | ||
Unearned contract revenue | ||
Accrued salary and bonus | ||
Other, liabilities | 358 | |
Current liabilities from discontinued operations | 358 | |
Total liabilities | $ 358 |
Note 5 - Fair Value Measureme48
Note 5 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2017 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (11,860) | $ (7,993) | |
Business Combination, Contingent Consideration, Liability, Current | 260 | 659 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 7,254 | 17,890 | |
Debt to Equity Conversion [Member] | Senior Secured Note [Member] | Subsequent Event [Member] | |||
Debt Instrument, Face Amount | $ 9,340 | ||
Debt Instrument, Face Amount Less Discount | $ 8,900 | ||
Asuragen [Member] | |||
Business Combination, Contingent Consideration, Liability | 4,500 | ||
RedPath [Member] | |||
Business Combination, Contingent Consideration, Liability | 22,100 | ||
Asuragen and Redpath [Member] | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (11,900) | $ (8,000) | |
Business Combination, Contingent Consideration, Liability, Current | 300 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 7,200 |
Note 5 - Fair Value Measureme49
Note 5 - Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Asuragen [Member] | ||
Contingent consideration, deferred payments | $ 4,500 | |
RedPath [Member] | ||
Contingent consideration, deferred payments | 22,100 | |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents, fair value disclosure | $ 8,310 | |
Contingent consideration, deferred payments | ||
Investments, fair value disclosure | 1,352 | |
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] | Marketable Securities, Money Market Funds [Member] | ||
Investments, fair value disclosure | 48 | |
Fair Value, Inputs, Level 1 [Member] | Mutual Funds [Member] | ||
Investments, fair value disclosure | 58 | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Investments, fair value disclosure | 1,115 | |
Fair Value, Inputs, Level 1 [Member] | Government Agency Securities [Member] | ||
Investments, fair value disclosure | 131 | |
Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents, fair value disclosure | ||
Contingent consideration, deferred payments | ||
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] | Marketable Securities, Money Market Funds [Member] | ||
Investments, fair value disclosure | ||
Fair Value, Inputs, Level 2 [Member] | Mutual Funds [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] | Government Agency Securities [Member] | ||
Investments, fair value disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents, fair value disclosure | ||
Contingent consideration, deferred payments | 7,514 | 18,549 |
Investments, fair value disclosure | ||
Fair Value, Inputs, Level 3 [Member] | Asuragen [Member] | ||
Contingent consideration, deferred payments | 1,545 | 4,628 |
Fair Value, Inputs, Level 3 [Member] | RedPath [Member] | ||
Contingent consideration, deferred payments | 5,969 | 13,921 |
Fair Value, Inputs, Level 3 [Member] | Marketable Securities, Money Market Funds [Member] | ||
Investments, fair value disclosure | ||
Fair Value, Inputs, Level 3 [Member] | Mutual Funds [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] | Government Agency Securities [Member] | ||
Investments, fair value disclosure | ||
Reported Value Measurement [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | 8,310 |
Contingent consideration, deferred payments | 7,514 | 18,549 |
Investments, fair value disclosure | 1,352 | |
Reported Value Measurement [Member] | Asuragen [Member] | ||
Contingent consideration, deferred payments | 1,545 | 4,628 |
Reported Value Measurement [Member] | RedPath [Member] | ||
Contingent consideration, deferred payments | 5,969 | 13,921 |
Reported Value Measurement [Member] | Marketable Securities, Money Market Funds [Member] | ||
Investments, fair value disclosure | 48 | |
Reported Value Measurement [Member] | Mutual Funds [Member] | ||
Investments, fair value disclosure | 58 | |
Reported Value Measurement [Member] | US Treasury Securities [Member] | ||
Investments, fair value disclosure | 1,115 | |
Reported Value Measurement [Member] | Government Agency Securities [Member] | ||
Investments, fair value disclosure | 131 | |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | |
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 | ||
Estimate of Fair Value Measurement [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | 8,310 |
Contingent consideration, deferred payments | 7,514 | 18,549 |
Investments, fair value disclosure | 1,352 | |
Estimate of Fair Value Measurement [Member] | Asuragen [Member] | ||
Contingent consideration, deferred payments | 1,545 | 4,628 |
Estimate of Fair Value Measurement [Member] | RedPath [Member] | ||
Contingent consideration, deferred payments | 5,969 | 13,921 |
Estimate of Fair Value Measurement [Member] | Marketable Securities, Money Market Funds [Member] | ||
Investments, fair value disclosure | 48 | |
Estimate of Fair Value Measurement [Member] | Mutual Funds [Member] | ||
Investments, fair value disclosure | 58 | |
Estimate of Fair Value Measurement [Member] | US Treasury Securities [Member] | ||
Investments, fair value disclosure | 1,115 | |
Estimate of Fair Value Measurement [Member] | Government Agency Securities [Member] | ||
Investments, fair value disclosure | 131 | |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | 7,534 |
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 | ||
Cash [Member] | Reported Value Measurement [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | 7,534 |
Cash [Member] | Estimate of Fair Value Measurement [Member] | ||
Cash and cash equivalents, fair value disclosure | 602 | 7,534 |
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 | ||
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 |
Note 5 - Fair Value Measureme50
Note 5 - Fair Value Measurements - Roll-forward of the Carrying Value of the Contingent Consideration (Details) - Contingent Consideration [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance | $ 18,549 | $ 26,542 |
Accretion | 1,300 | 0 |
Payments | (475) | 0 |
Adjustment to fair value | (11,860) | (7,993) |
Balance | 7,514 | 18,549 |
Asuragen [Member] | ||
Balance | 4,628 | 4,476 |
Accretion | 325 | 0 |
Payments | (475) | 0 |
Adjustment to fair value | (2,933) | 152 |
Balance | 1,545 | 4,628 |
RedPath [Member] | ||
Balance | 13,921 | 22,066 |
Accretion | 975 | 0 |
Payments | 0 | |
Adjustment to fair value | (8,927) | (8,145) |
Balance | $ 5,969 | $ 13,921 |
Note 5 - Fair Value Measureme51
Note 5 - Fair Value Measurements - Fair Value of Other Intangible Assets and Goodwill (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill, fair value | ||
Fair Value, Inputs, Level 1 [Member] | ||
Goodwill, fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Goodwill, fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Goodwill, fair value | ||
Asuragen [Member] | ||
Finite-lived intangible asset, fair value | 3,659 | |
Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Finite-lived intangible asset, fair value | ||
Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Finite-lived intangible asset, fair value | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Finite-lived intangible asset, fair value | 3,659 | |
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | ||
Finite-lived intangible asset, fair value | 2,625 | |
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Finite-lived intangible asset, fair value | ||
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Finite-lived intangible asset, fair value | ||
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Finite-lived intangible asset, fair value | 2,625 | |
Diagnostic Test, Biobank [Member] | Asuragen [Member] | ||
Finite-lived intangible asset, fair value | 1,034 | |
Diagnostic Test, Biobank [Member] | Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Finite-lived intangible asset, fair value | ||
Diagnostic Test, Biobank [Member] | Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Finite-lived intangible asset, fair value | ||
Diagnostic Test, Biobank [Member] | Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Finite-lived intangible asset, fair value | $ 1,034 |
Note 6 - Property and Equipme52
Note 6 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 500 | $ 600 |
Asset Impairment Charges | 3,363 | 635 |
Property, Plant and Equipment, Net | 929 | $ 1,460 |
Software for External Use [Member] | ||
Property, Plant and Equipment, Net | $ 0 |
Note 6 - Property and Equipme53
Note 6 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Furniture and fixtures | $ 667 | $ 2,862 |
Office equipment | 1,503 | 2,475 |
Computer equipment | 3,473 | 3,476 |
Internal-use software | 113 | 7,438 |
Leasehold improvements | 878 | 4,762 |
6,634 | 21,013 | |
Less accumulated depreciation | (5,705) | (19,553) |
$ 929 | $ 1,460 |
Note 7 - Goodwill and Other I54
Note 7 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill, Impairment Loss | $ 15,666 | |
Amortization of Intangible Assets | 3,770 | 3,812 |
Asset Impairment Charges | $ 3,363 | $ 635 |
Note 7 - Goodwill and Other I55
Note 7 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Impairments | $ (15,666) | |
RedPath [Member] | ||
Goodwill balance | $ 0 | 15,545 |
Adjustments | 121 | |
Impairments | (15,666) | |
Goodwill balance | $ 0 |
Note 7 - Goodwill and Other I56
Note 7 - Goodwill and Other Intangible Assets - Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Net | $ 36,358 | $ 43,492 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,262) | (4,585) |
RedPath [Member] | ||
Finite-Lived Intangible Assets, Net | $ 43,011 | 47,468 |
Diagnostic Test, Thyroid [Member] | Asuragen [Member] | ||
Finite-lived intangible asset, useful life (Year) | 9 years | |
Finite-Lived Intangible Assets, Net | $ 8,519 | 8,519 |
Diagnostic Test, Pancreas [Member] | Asuragen [Member] | ||
Finite-Lived Intangible Assets, Net | 2,882 | |
Diagnostic Test, Pancreas [Member] | RedPath [Member] | ||
Finite-lived intangible asset, useful life (Year) | 7 years | |
Finite-Lived Intangible Assets, Net | $ 16,141 | 16,141 |
Diagnostic Test, Biobank [Member] | Asuragen [Member] | ||
Finite-Lived Intangible Assets, Net | 1,575 | |
Diagnostic Test, Barrett's RedPath [Member] | RedPath [Member] | ||
Finite-lived intangible asset, useful life (Year) | 9 years | |
Finite-Lived Intangible Assets, Net | $ 18,351 | 18,351 |
CLIA Diagnostic Lab [Member] | ||
Finite-lived intangible asset, useful life (Year) | 2 years 109 days | |
Finite-Lived Intangible Assets, Net | $ 609 | $ 609 |
Note 7 - Goodwill and Other I57
Note 7 - Goodwill and Other Intangible Assets - Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2,017 | $ 5,292 |
2,018 | 5,292 |
2,019 | 5,292 |
2,020 | $ 4,908 |
Note 8 - Retirement Plans (Deta
Note 8 - Retirement Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | |
Defined Contribution Plan Employer Matching Contribution at Fifty Percent | 50.00% | |
Pension and Other Postretirement Benefit Expense | $ 0.1 | $ 0.1 |
Maximum [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan Employer Matching Contribution at Fifty Percent | 5.00% | |
Minimum [Member] | ||
Defined Contribution Plan Employer Matching Contribution at Fifty Percent | 3.00% |
Note 9 - Accrued Expenses and59
Note 9 - Accrued Expenses and Other Long-term Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued royalties | $ 711 | $ 111 |
Insurance and benefit accruals | 40 | 366 |
Indemnification liability | 875 | 875 |
Business Combination, Contingent Consideration, Liability, Current | 260 | 659 |
Rent payable | 110 | 127 |
DOJ settlement | 80 | 250 |
Accrued professional fees | 1,746 | 775 |
Taxes payable | 526 | 591 |
Unclaimed property | 565 | 546 |
Directors fees and insurance | 40 | 107 |
All others | 1,283 | 1,554 |
Total other accrued expenses | $ 6,236 | $ 5,961 |
Note 9 - Accrued Expenses and60
Note 9 - Accrued Expenses and Other Long-term Liabilities - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Rent payable | $ 52 | |
Uncertain tax positions | 3,594 | 3,425 |
DOJ settlement (indemnified by RedPath) | 250 | 2,500 |
Other Liabilities Noncurrent | 201 | |
Total other long-term liabilities | $ 3,844 | $ 6,178 |
Note 10 - Commitments and Con61
Note 10 - Commitments and Contingencies (Details Textual) | Feb. 28, 2017USD ($) | Feb. 16, 2017USD ($) | Jan. 25, 2017USD ($) | Oct. 31, 2016USD ($) | Oct. 13, 2016USD ($) | Jul. 31, 2016USD ($) | May 27, 2016USD ($) | Oct. 31, 2014USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017 | May 31, 2016USD ($) | Mar. 31, 2016USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Operating Leases, Rent Expense | $ 900,000 | $ 800,000 | |||||||||||||
Litigation Settlement, Amount | $ 3,000,000 | ||||||||||||||
Payments for Legal Settlements | 300,000 | ||||||||||||||
Severance Costs | $ 1,100,000 | 3,700,000 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Restructuring and Related Activities, Number of Former Employees Agreed to Settle Severance Obligations | 5 | 5 | |||||||||||||
Restructuring and Related Activities, Percentage of Severance Obligations to be Paid to Former Employees Subsequent to Settlement | 35.00% | 35.00% | |||||||||||||
Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | 3,100,000 | 3,700,000 | |||||||||||||
Employee Severance [Member] | Subsequent Event [Member] | |||||||||||||||
Payments for Restructuring | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Continuing Operations [Member] | |||||||||||||||
Severance Costs | $ 500,000 | ||||||||||||||
Continuing Operations [Member] | Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | 2,200,000 | 2,700,000 | |||||||||||||
Discontinued Operations [Member] | Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | $ 900,000 | $ 1,000,000 | |||||||||||||
Companys Counter-claim Against Prolias [Member] | |||||||||||||||
Litigation Settlement, Amount | $ 500,000 | $ 500,000 | |||||||||||||
Loss Contingency, Damages Sought, Value | 636,053 | 621,236 | |||||||||||||
Loss Contingency Damages Sought, Value, Attorney Fees | 390,769 | ||||||||||||||
Notes Issued | $ 1,000,000 | ||||||||||||||
Litigation Settlement Amount, Interest, Per Diem | $ 136.99 | ||||||||||||||
Swann vs. Akorn, Inc, and Interpace Diagnostics Group, Inc. [Member] | |||||||||||||||
Loss Contingency, Damages Sought, Value | $ 300,000 | ||||||||||||||
DOJ [Member] | |||||||||||||||
Loss Contingency, Renegotiated, Amount | $ 250,000 | ||||||||||||||
Loss Contingency Accrual, Payments | $ 85,000 | $ 85,000 | |||||||||||||
DOJ [Member] | Scenario, Forecast [Member] | |||||||||||||||
Loss Contingency Accrual, Payments | $ 80,000 | ||||||||||||||
Former Owners of RedPath [Member] | |||||||||||||||
Loss Contingency Accrual, Payments | $ 170,000 |
Note 10 - Commitments and Con62
Note 10 - Commitments and Contingencies - Estimated Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating lease obligations | $ 285 |
Operating lease obligations | 285 |
Operating lease obligations | |
Operating lease obligations | |
Operating lease obligations | |
Contractual obligation, total | 0 |
Contractual obligation, less than 1 year | 0 |
Contractual obligation, 1 to 3 years | 0 |
Contractual obligation, 3 to 5 years | 0 |
Contractual obligation, after 5 years | 0 |
Total | 285 |
Total | 285 |
Total | |
Total | |
Total |
Note 11 - Preferred Stock and63
Note 11 - Preferred Stock and Equity Offerings (Details Textual) | Dec. 22, 2016USD ($)$ / sharesshares | Nov. 02, 2015USD ($)$ / shares | Feb. 03, 2017 | Mar. 23, 2017USD ($) | Feb. 28, 2017shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Preferred Stock, Shares Authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Proceeds from Issuance of Common Stock | $ | $ 1,707,000 | $ 451,000 | ||||||
Preferred Stock, Shares Issued | shares | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | shares | 0 | 0 | 0 | |||||
Subsequent Event [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,100,000 | |||||||
Proceeds from Issuance or Sale of Equity | $ | $ 12,200,000 | |||||||
Sale of Stock, Number of Direct Offerings | 3 | |||||||
Warrants Issued in Connection with 2016 Equity Offering [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 160,000 | |||||||
Class of Warrant or Right, Price of Common Stock Per Share Upon Exercise | $ / shares | $ 5.20 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.10 | |||||||
2016 Equity Offering [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 200,000 | |||||||
Sale of Stock, Price Per Share | $ / shares | $ 5.30 | |||||||
Proceeds from Issuance or Sale of Equity | $ | $ 1,900,000 | |||||||
Proceeds From Issuance or Sale of Equity, Net | $ | 1,700,000 | |||||||
Payments of Stock Issuance Costs | $ | $ 200,000 | |||||||
2015 Equity Offering [Member] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||||
Common Stock, Maximum Aggregate Offering Price Authorized | $ | $ 5,000,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 59,070 | 0 | ||||||
Proceeds from Issuance of Common Stock | $ | $ 500,000 | |||||||
2015 Equity Offering [Member] | Cantor [Member] | ||||||||
Sale of Stock, Commission Paid to Sales Agent, Percentage | 3.00% |
Note 12 - Stock-based Compens64
Note 12 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,450,000 | ||
Share-based Compensation | $ 131 | $ 4,017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.40 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 0 | 0 |
Accelerated Share-based Compensation Expense [Member] | |||
Share-based Compensation | $ 2,000 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation | $ 22 | ||
Employee Stock Option [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||
Employee Stock Option [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Employee Stock Options Granted in 2016 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Share-based Compensation | $ 823 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.37 | $ 5.30 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 20 | $ 1,700 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 1.37 | $ 1.66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercises in Period | 0 | 0 | |
RSU's and Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation | $ 109 | $ 2,940 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0 | $ 5,400 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 2.73 | ||
RSU's and Restricted Stock [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Note 12 - Stock-based Compens65
Note 12 - Stock-based Compensation - Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Risk-free interest rate | 0.66% | 1.02% |
Expected life (in years) (Year) | 4 years 255 days | 3 years 182 days |
Expected volatility | 145.71% | 54.47% |
Dividend yield | 0.00% | 0.00% |
Note 12 - Stock-based Compens66
Note 12 - Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation | $ 131 | $ 4,017 |
Stock Appreciation Rights (SARs) [Member] | ||
Stock-based compensation | 823 | |
Performance Shares [Member] | ||
Stock-based compensation | 254 | |
RSU's and Restricted Stock [Member] | ||
Stock-based compensation | 109 | 2,940 |
Employee Stock Option [Member] | ||
Stock-based compensation | $ 22 |
Note 12 - Stock-based Compens67
Note 12 - Stock-based Compensation - Summary of Stock Option and SARs Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding (in shares) | 102,680 | |
Outstanding (in dollars per share) | $ 46.71 | |
Outstanding (Year) | 5 years 153 days | 2 years 270 days |
Granted (in shares) | 87,871 | |
Granted (in dollars per share) | $ 1.60 | |
Granted (Year) | 9 years 292 days | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | 0 | |
Outstanding (in shares) | 190,551 | 102,680 |
Outstanding (in dollars per share) | $ 25.80 | $ 46.71 |
Outstanding | $ 632 | |
Exercisable (in shares) | 117,334 | |
Exercisable (in dollars per share) | $ 41.05 | |
Exercisable (Year) | 2 years 251 days | |
Exercisable | $ 106 | |
Vested and expected to vest (in shares) | 183,229 | |
Vested and expected to vest (in dollars per share) | $ 26.88 | |
Vested and expected to vest (Year) | 5 years 91 days | |
Vested and expected to vest | $ 580 |
Note 12 - Stock-based Compens68
Note 12 - Stock-based Compensation - Nonvested Options (Details) - Stock Appreciation Rights (SARs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Nonvested (in shares) | ||
Nonvested (in dollars per share) | ||
Granted (in shares) | 87,871 | |
Granted (in dollars per share) | $ 1.37 | $ 5.30 |
Vested (in shares) | (14,654) | |
Vested (in dollars per share) | $ 1.37 | $ 1.66 |
Forfeited (in shares) | ||
Nonvested (in shares) | 73,217 | |
Nonvested (in dollars per share) | $ 1.37 |
Note 12 - Stock-based Compens69
Note 12 - Stock-based Compensation - Nonvested Restricted Stock and Restricted Stock Units (Details) - RSU's and Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Nonvested (in shares) | |
Nonvested (in dollars per share) | $ / shares | |
Granted (in shares) | 131,688 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.51 |
Vested (in shares) | |
Forfeited (in shares) | (29,319) |
Forfeited (in dollars per share) | $ / shares | $ 2.56 |
Nonvested (in shares) | 102,369 |
Nonvested (in dollars per share) | $ / shares | $ 2.49 |
Nonvested (Year) | 2 years 51 days |
Nonvested | $ | $ 502 |
Note 13 - Revenue Sources - Maj
Note 13 - Revenue Sources - Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Medicare [Member] | ||
Revenue, net | $ 5,344 | $ 4,046 |
Commercial Payors [Member] | ||
Revenue, net | 3,150 | 1,252 |
Client Billings [Member] | ||
Revenue, net | 2,955 | 1,944 |
Medicare Advantage [Member] | ||
Revenue, net | $ 1,170 | $ 1,700 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Tax Assets, Gross, Current | $ 1,100 | |||
Unrecognized Tax Benefits | $ 1,117 | 1,117 | $ 1,117 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,100 | 1,100 | ||
Income Tax Examination, Penalties and Interest Expense | 200 | 200 | ||
Income Tax Examination, Penalties and Interest Accrued | 2,600 | 2,400 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | |||
Subsequent Event [Member] | ||||
Stock Issued During Period, Shares, New Issues | 3.1 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | 147,700 | |||
Domestic Tax Authority [Member] | Tax Year 2012 [Member] | ||||
Open Tax Year | 2,012 | |||
Domestic Tax Authority [Member] | Tax Year 2011 [Member] | ||||
Open Tax Year | 2,011 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 105,000 |
Note 14 - Income Taxes - Benefi
Note 14 - Income Taxes - Benefit From Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ (154) | $ (11,244) |
State | (8) | (725) |
Total current | (162) | (11,969) |
Deferred: | ||
Federal | ||
State | (1,167) | |
Total deferred | (1,167) | |
Benefit for income taxes | $ (162) | $ (13,136) |
Note 14 - Income Taxes - Deferr
Note 14 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Allowances and reserves | $ 9,715 | $ 8,458 |
Compensation | 1,292 | 2,176 |
Valuation allowance on deferred tax assets | (11,007) | (10,634) |
0 | ||
State net operating loss carryforwards | 7,338 | 7,126 |
Federal net operating loss carryforwards | 51,685 | 46,166 |
Credit carryforward | 250 | 248 |
State taxes | 1,124 | 1,124 |
Property, plant and equipment | 1,464 | 2,350 |
Intangible assets | (8,411) | (10,992) |
Other reserves - restructuring | 19 | 208 |
Deferred revenue | 4 | 4 |
Valuation allowance on deferred tax assets | (53,473) | (46,234) |
Noncurrent deferred tax liabilities, net |
Note 14 - Income Taxes - Effect
Note 14 - Income Taxes - Effective Tax Rate from Continuing Operations (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal statutory rate | 34.00% | 35.00% |
State income tax rate, net of Federal tax benefit | 6.00% | 2.10% |
Meals and entertainment | (0.30%) | (0.10%) |
Contingent consideration | 42.40% | 6.20% |
Goodwill impairment | (12.40%) | |
Valuation allowance | (78.80%) | (27.70%) |
Other non-deductible | (3.30%) | (0.60%) |
Discontinued operations allocation | 1.90% | 27.10% |
Net change in Federal and state reserves | ||
Effective tax rate | 1.90% | 29.60% |
Note 14 - Income Taxes - Uncert
Note 14 - Income Taxes - Uncertain Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 |
Unrecognized tax benefits | $ 1,117 | $ 1,117 |
Note 14 - Income Taxes - Open T
Note 14 - Income Taxes - Open Tax Years (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |
Open tax year | 2,013 |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |
Open tax year | 2,016 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Open tax year | 2,012 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Open tax year | 2,016 |
Note 15 - Historical Basic an77
Note 15 - Historical Basic and Diluted Net Loss Per Share (Details Textual) | Dec. 28, 2016 |
Reverse Stock Split [Member] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
Note 15 - Historical Basic an78
Note 15 - Historical Basic and Diluted Net Loss Per Share - Shares Used in the Calculation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Basic weighted average number of of common shares (in shares) | 1,816 | 1,548 |
Potential dilutive effect of stock-based awards (in shares) | 0 | 0 |
Diluted weighted average number of common shares (in shares) | 1,816 | 1,548 |
Note 15 - Historical Basic an79
Note 15 - Historical Basic and Diluted Net Loss Per Share - Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive securities (in shares) | 292,920 | 102,680 |
Employee Stock Option [Member] | ||
Antidilutive securities (in shares) | 87,871 | |
Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive securities (in shares) | 102,680 | 102,680 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities (in shares) | 102,369 |
Note 16 - Segment Information (
Note 16 - Segment Information (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Reportable Segments | 1 | 1 |
Note 17 - Long-term Debt (Detai
Note 17 - Long-term Debt (Details Textual) - USD ($) | Dec. 29, 2016 | Nov. 14, 2016 | Dec. 22, 2015 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Interest Expense, Debt | $ 2,144,000 | $ 3,705,000 | |||||
Payments for Other Fees | $ 1,600,000 | ||||||
RedPath Integrated Pathology, Inc [Member] | The Note [Member] | |||||||
Repayments of Notes Payable | $ 1,300,000 | ||||||
RedPath Integrated Pathology, Inc [Member] | Notes Payable, Other Payables [Member] | The Note [Member] | |||||||
Debt Instrument, Face Amount | $ 11,000,000 | ||||||
Debt Instrument, Covenant Term, Net Cash Balance, Amount | $ 400,000 | ||||||
Debt Instrument, Covenant Term, Rolling Net Cash Flow Analysis | 91 days | ||||||
Long-term Debt | 7,900,000 | $ 10,700,000 | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | ||||||
Interest Expense, Debt | 800,000 | $ 800,000 | |||||
Debt Instrument, Unamortized Discount | $ 1,400,000 | ||||||
RedPath Integrated Pathology, Inc [Member] | Loans Payable [Member] | |||||||
Debt Instrument, Face Amount | 20,000,000 | ||||||
Proceeds from Issuance of Debt | $ 19,600,000 |
Note 18 - Supplemental Cash F82
Note 18 - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net cash (used in) provided by operating activities of discontinued operations | $ (2,000) | $ 9,160 |
Net cash provided by investing activities of discontinued operations | $ 26,721 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) | Mar. 30, 2017USD ($)shares | Mar. 30, 2017 | Mar. 23, 2017USD ($)$ / sharesshares | Feb. 03, 2017$ / sharesshares | Jan. 25, 2017USD ($)$ / sharesshares | Jan. 06, 2017USD ($)$ / sharesshares | Feb. 28, 2017USD ($) | Jan. 31, 2017 | Mar. 31, 2017USD ($) | Mar. 23, 2017USD ($)$ / shares | Feb. 28, 2017shares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Proceeds from Issuance of Common Stock | $ 1,707,000 | $ 451,000 | ||||||||||||
Severance Costs | $ 1,100,000 | 3,700,000 | ||||||||||||
Five Former Executives [Member] | ||||||||||||||
Restructuring Reserve | 2,900,000 | |||||||||||||
Employee Severance [Member] | ||||||||||||||
Restructuring Reserve | $ 3,100,000 | $ 3,700,000 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,100,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,200,000 | |||||||||||||
Restructuring and Related Activities, Number of Former Employees Agreed to Settle Severance Obligations | 5 | 5 | ||||||||||||
Restructuring and Related Activities, Percentage of Severance Obligations to be Paid to Former Employees Subsequent to Settlement | 35.00% | 35.00% | ||||||||||||
Subsequent Event [Member] | Brookwood MC Investors, LLC & MCII Vs. PDI, Inc. [Member] | Pending Litigation [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 203,734 | |||||||||||||
Subsequent Event [Member] | Brookwood MC Investors, LLC & MCII Vs. PDI, Inc. [Member] | Pending Litigation [Member] | Unpaid Base Rent [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | 54,075 | |||||||||||||
Subsequent Event [Member] | Brookwood MC Investors, LLC & MCII Vs. PDI, Inc. [Member] | Pending Litigation [Member] | Redeposit of Security Deposit [Member] | ||||||||||||||
Loss Contingency, Damages Sought, Value | 136,975 | |||||||||||||
Subsequent Event [Member] | Five Former Executives [Member] | ||||||||||||||
Severance Costs | $ 4,000,000 | |||||||||||||
Subsequent Event [Member] | Senior Notes [Member] | Senior Secured Convertible Note [Member] | Maxim [Member] | ||||||||||||||
Contractual Obligation, Deposit to Be Made Upon Issuance of Specified Debt | $ 150,000 | $ 150,000 | ||||||||||||
Contractual Obligation, Payment, Percentage of Debt Converted | 6.50% | 6.50% | ||||||||||||
Contractual Obligation, Payment, Percentage of Principal Amount of Specified Debt Issued Upon Maturity | 3.25% | 3.25% | ||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Secured Note [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 9,340,000 | $ 9,340,000 | ||||||||||||
Debt Instrument, Face Amount Less Discount | 8,900,000 | 8,900,000 | ||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | The Note [Member] | ||||||||||||||
Debt Instrument, Face Amount Less Discount | 8,900,000 | 8,900,000 | ||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | 9,336,250 | 9,336,250 | ||||||||||||
Debt Instrument, Face Amount Less Discount | 8,869,437.50 | 8,869,437.50 | ||||||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 8,869,437.50 | $ 8,869,437.50 | ||||||||||||
Debt Instrument, Percentage of Face Amount Secured | 55.00% | |||||||||||||
Debt Instrument, Percentage of Face Amount at Maturity | 125.00% | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.01% | 1.01% | ||||||||||||
Redemption Premium | $ 500,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.44 | $ 2.44 | ||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 120.00% | |||||||||||||
Debt Instrument, Redemption Period | 180 days | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument, Redemption Period | 180 years | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument, Redemption Period | 270 days | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 125.00% | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument, Redemption Period | 270 days | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Senior Secured Note [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 9,300,000 | $ 9,300,000 | ||||||||||||
Debt Agreement, Maximum Borrowing Capacity | 3,547,775 | 3,547,775 | ||||||||||||
Debt Instrument, Converted Instrument, Percent | 80.00% | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,321,663 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,730,534 | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Senior Secured Convertible Note [Member] | ||||||||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 5,321,662.50 | $ 5,321,662.50 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.40 | $ 0.40 | ||||||||||||
Debt Instrument, Convertible, Market Price Percentage | 88.00% | |||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 135.00% | |||||||||||||
Share Price | $ / shares | $ 3.29 | $ 3.29 | ||||||||||||
Debt Instrument, Conversion, Maximum Percentage of Common Stock Outstanding | 9.99% | |||||||||||||
Debt Instrument, Converted Instrument, Percent | 80.00% | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,321,663 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,730,534 | |||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 5 days | |||||||||||||
Debt Instrument, Term | 1 year 90 days | |||||||||||||
Subsequent Event [Member] | Debt to Equity Conversion [Member] | Senior Notes [Member] | Senior Secured Convertible Note [Member] | Weighted Average [Member] | ||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 10 days | |||||||||||||
Subsequent Event [Member] | Employee Severance [Member] | ||||||||||||||
Payments for Restructuring | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Subsequent Event [Member] | Warrants Issued to Former RedPath Equity Holders [Member] | ||||||||||||||
Class of Warrant or Right, Issued During Period | shares | 100,000 | |||||||||||||
Class of Warrant or Right, Issued During Period, Exercise Price | $ / shares | $ 4.69 | |||||||||||||
Subsequent Event [Member] | Second Registered Direct Offering [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 630,000 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 6.81 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 4,200,000 | |||||||||||||
Sale of Stock, Period in which Investors Can Participate in Future Offerings | 1 year 90 days | |||||||||||||
Sale of Stock, Maximum Investor Pro Rata Portion in Future Offerings | 50.00% | |||||||||||||
Subsequent Event [Member] | Third Registered Direct Offering [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 855,000 | |||||||||||||
Subsequent Event [Member] | Third Registered Direct Offering [Member] | Warrants Issued Concurrently with Third Registered Direct Offering [Member] | ||||||||||||||
Sale of Stock and Warrants, Price Per Share | $ / shares | $ 4.69 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 4,000,000 | |||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Warrants Issued Concurrently with Third Registered Direct Offering [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 855,000 | |||||||||||||
Subsequent Event [Member] | Confidentially Marketed Public Offering (CMPO) [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,200,000 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 3 | |||||||||||||
Sale of Stock, Overallotment Option, Percentage | 9.00% |
Schedule II - Valuation and Q84
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Allowance for Doubtful Accounts [Member] | |||
Balance at beginning of period | $ 802 | ||
Additions (reductions) charged to operations | 899 | 802 | |
Deductions, other | [1] | (1,338) | |
Balance at end of period | 363 | 802 | |
Allowance for Notes Receivable [Member] | |||
Balance at beginning of period | 1,646 | 1,626 | |
Additions (reductions) charged to operations | 20 | ||
Deductions, other | [1] | ||
Balance at end of period | 1,646 | 1,646 | |
Valuation Allowance, Other Tax Carryforward [Member] | |||
Balance at beginning of period | 56,868 | 55,126 | |
Additions (reductions) charged to operations | |||
Deductions, other | [1] | 7,612 | 1,742 |
Balance at end of period | $ 64,480 | $ 56,868 | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |