Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Mark One)
|
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ____________to_________________
|
|
|
|
|
Interpace Diagnostics Group, Inc.
|
|||
|
(Exact name of registrant as specified in its charter)
|
|||
|
|
|
|
|
|
Delaware
|
|
22-2919486
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
Morris Corporate Center 1, Building A
300 Interpace Parkway, Parsippany, NJ 07054
|
|||
|
(Address of principal executive offices and zip code)
|
|||
|
|
|||
|
(844) 405-9655
|
|||
|
(Registrant's telephone number, including area code)
|
|||
|
Securities registered pursuant to Section 12(b) of the Act:
|
|||
|
Title of each class
Common Stock, par value $0.01 per share
|
Name of each exchange on which registered
The Nasdaq Stock Market LLC
|
||
|
|
|||
|
Securities registered pursuant to Section 12(g) of the Act: None
|
|||
|
|
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
ý
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
Page
|
|
|
|
||
|
|
Item 1.
|
||
|
|
Item 1A.
|
||
|
|
Item 1B.
|
||
|
|
Item 2.
|
||
|
|
Item 3.
|
||
|
|
Item 4.
|
||
|
|
|
|
|
|
|
|
||
|
|
Item 5.
|
||
|
|
Item 6.
|
||
|
|
Item 7.
|
||
|
|
Item 7A.
|
||
|
|
Item 8.
|
||
|
|
Item 9.
|
||
|
|
Item 9A.
|
||
|
|
Item 9B.
|
||
|
|
|
|
|
|
|
|
||
|
|
Item 10.
|
||
|
|
Item 11.
|
||
|
|
Item 12.
|
||
|
|
Item 13.
|
||
|
|
Item 14.
|
||
|
|
|
|
|
|
|
|
||
|
|
Item 15.
|
||
|
|
|
|
|
|
•
|
our ability to profitably grow our business, including our ability to finance our business on acceptable terms and successfully compete in the market;
|
|
•
|
our ability to obtain broad adoption of and reimbursement for our molecular diagnostic tests in a changing reimbursement environment;
|
|
•
|
whether we are able to successfully utilize our operating experience to sell our molecular diagnostic tests;
|
|
•
|
our limited operating history as a molecular diagnostics company;
|
|
•
|
our dependence on a concentrated selection of payors for our molecular diagnostic tests;
|
|
•
|
the demand for our molecular diagnostic tests from physicians and patients;
|
|
•
|
our reliance on our internal sales forces for business expansion;
|
|
•
|
our dependence on third parties for the supply of some of the materials used in our molecular diagnostic tests;
|
|
•
|
our ability to scale our operations, testing capacity and processing technology;
|
|
•
|
product liability claims against us;
|
|
•
|
our involvement in current and future litigation against us;
|
|
•
|
the effect current and future laws, licensing requirements and regulation have on our business especially the changing FDA environment as it relates to molecular diagnostics;
|
|
•
|
our exposure to environmental liabilities as a result of our business;
|
|
•
|
the susceptibility of our information systems to security breaches, loss of data and other disruptions;
|
|
•
|
our billing practices and our ability to collect on claims for the sale of our molecular diagnostic tests;
|
|
•
|
our ability to attract and retain qualified sales representatives and other key employees and management personnel;
|
|
•
|
competition in the segment of the molecular diagnostics industry in which we operate or expects to operate;
|
|
•
|
our ability to obtain additional funds in order to implement our business models and strategies;
|
|
•
|
the results of any future impairment testing for goodwill and other intangible assets;
|
|
•
|
our ability to successfully identify, complete and integrate any future acquisitions and the effects of any such items on our revenues, profitability and ongoing business;
|
|
•
|
our compliance with our license agreements and our ability to protect and defend our intellectual property rights;
|
|
•
|
our ability to comply with the listing requirements of the NASDAQ Capital Market;
|
|
•
|
the effect our largest stockholder may have on us;
|
|
•
|
failure of third-party service providers to perform their obligations to us; and
|
|
•
|
the volatility of our stock price and fluctuations in our quarterly and annual revenues and earnings.
|
|
ITEM 1.
|
BUSINESS
|
|
•
|
In February 2016, we announced that we received Medicare approval for coverage of ThyraMIR. As a result, the ThyraMIR test is now accessible to more than 50 million covered Medicare patients nationwide effective December 14, 2015. ThyGenX
®
is already covered by Medicare, therefore, the addition of coverage for ThyraMIR provides Medicare covered patients the benefits of the ThyGenX/ThyraMIR combination test.
|
|
•
|
In January 2016. we announced that our Medicare administrative carrier, Novitas Solutions, issued a new local coverage determination, or LCD, for PancraGen
®
. The LCD provides the specific circumstances under which PancraGen
®
is covered. The new policy is non-conditional and may improve the efficiency of the testing process for doctors and patients. The LCD covers approximately 55 million patients, bringing the total patients covered for PancraGen
®
to nearly 68 million.
|
|
•
|
In August 2015, we announced that both the ThyGenX
®
Thyroid Oncogene Panel and ThyraMIR
®
Thyroid miRNA Classifier secured coverage by one of the largest independent Blue Cross Blue Shield plans which insures 3.3 million patients. This medical policy update, covering both ThyGenX
®
and ThyraMIR
®
, was the first large commercial insurance plan to cover ThyraMIR
®
.
|
|
•
|
In July 2015, we announced that ThyGenX
®
was approved by Aetna for assessing fine needle aspiration samples from indeterminate thyroid nodules. Aetna's insurance plans cover 46 million patients and its positive coverage decision brings the total number of patients covered for ThyGenX
®
to be more than 100 million.
|
|
•
|
focusing on the predictable and higher growth, higher margin businesses of our PancraGen
®
, ThyGenX
®
, ThyraMIR
®
and PathFinderTG
®
Barrett's franchises and developing and commercializing other related molecular diagnostic assays and related products;
|
|
•
|
supporting our products in the market with high quality data and studies and seeking dependable and appropriate reimbursement rates;
|
|
•
|
seeking business alliances to expand the market reach of our assays and leveraging our commercial infrastructure;
|
|
•
|
building a leading oncology diagnostics business, focused in the gastrointestinal and endocrine cancer markets;
|
|
•
|
leveraging our Clinical Laboratory Improvement Amendments, or CLIA, certified, and College of American Pathologists, or CAP, accredited laboratories to develop and further commercialize assays and products;
|
|
•
|
strengthening and expanding our intellectual property position by seeking and maintaining domestic and international patents where appropriate, on our current assets and inventions that are commercially important to our business; and
|
|
•
|
providing innovative, flexible, customizable and cost effective services to our customers.
|
|
•
|
In addition to its comprehensive regulation of safety in the workplace, the United States Occupational Safety and Health Administration, or OSHA, has established extensive requirements relating to workplace safety for healthcare employers whose workers may be exposed to blood-borne pathogens such as HIV and the hepatitis B virus, by preventing or minimizing any exposure through needle stick or similar penetrating injuries. Although we believe that we are currently in compliance in all material respects with such Federal, State and local laws, failure to comply with such laws could subject us to denial of the right to conduct business, fines, criminal penalties and other enforcement actions.
|
|
•
|
expend significant funds to conduct substantial research and development;
|
|
•
|
conduct successful analytical and clinical studies;
|
|
•
|
scale our laboratory processes to accommodate new molecular diagnostic tests; and
|
|
•
|
build the commercial infrastructure to market and sell new molecular diagnostic tests.
|
|
•
|
The Food, Drug and Cosmetic Act, as supplemented by various other statutes;
|
|
•
|
The Prescription Drug Marketing Act of 1987, the amendments thereto, and the regulations promulgated thereunder and contained in 21 C.F.R. Parts 203 and 205, or the PDMA;
|
|
•
|
CLIA and State licensing requirements;
|
|
•
|
Manufacturing and promotion laws;
|
|
•
|
Medicare billing and payment regulations applicable to clinical laboratories;
|
|
•
|
The Federal Anti-Kickback Statute, which prohibits knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for, or recommending of an item or service that is reimbursable, in whole or in part, by a Federal healthcare program;
|
|
•
|
The Federal Stark physician self-referral law (and state equivalents), which prohibits a physician from making a referral for certain designated health services covered by the Medicare program, including laboratory and pathology services, if the physician or an immediate family member has a financial relationship with the entity providing the designated health services, unless the financial relationship falls within an applicable exception to the prohibition;
|
|
•
|
The Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which established comprehensive federal standards with respect to the privacy and security of protected health information and requirements for the use of certain standardized electronic transactions, and amendments made in 2013 to HIPAA under the Health Information Technology for Economic and Clinical Health Act, which strengthen and expand HIPAA privacy and security compliance requirements, increase penalties for violators, extend enforcement authority to state attorneys general, and impose requirements for breach notification;
|
|
•
|
The Federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;
|
|
•
|
The Federal False Claims Act, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government;
|
|
•
|
Other Federal and State fraud and abuse laws, prohibitions on self-referral, fee-splitting restrictions, prohibitions on the provision of products at no or discounted cost to induce physician or patient adoption, and false claims acts, which may extend to services reimbursable by any third-party payor, including private insurers;
|
|
•
|
The prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment of Medicare claims to any other party;
|
|
•
|
The rules regarding billing for diagnostic tests reimbursable by the Medicare program, which prohibit a physician or other supplier from marking up the price of the technical component or professional component of a diagnostic test ordered by the physician or other supplier and supervised or performed by a physician who does not “share a practice” with the billing physician or supplier; and
|
|
•
|
State laws that prohibit other specified practices related to billing such as billing physicians for testing that they order, waiving coinsurance, co-payments, deductibles, and other amounts owed by patients, and billing a State Medicaid program at a price that is higher than what is charged to other payors.
|
|
•
|
manage our clinical studies effectively;
|
|
•
|
integrate additional management, administrative, manufacturing and regulatory personnel;
|
|
•
|
maintain sufficient administrative, accounting and management information systems and controls; and
|
|
•
|
hire and train additional qualified personnel.
|
|
•
|
differences between the list price for our molecular diagnostic tests and the reimbursement rates of payors;
|
|
•
|
compliance with complex Federal and State regulations related to billing Medicare;
|
|
•
|
disputes among payors as to which party is responsible for payment;
|
|
•
|
differences in coverage among payors and the effect of patient co-payments or co-insurance;
|
|
•
|
differences in information and billing requirements among payors;
|
|
•
|
incorrect or missing billing information; and
|
|
•
|
the resources required to manage the billing and claims appeals process.
|
|
•
|
increasing existing price rebates in Federally funded healthcare programs;
|
|
•
|
expanding rebates, or other pharmaceutical company discounts, into new programs;
|
|
•
|
imposing a new non-deductible excise tax on sales of certain prescription pharmaceutical products by prescription drug manufacturers and importers;
|
|
•
|
increasing requirements on employer-sponsored health insurance plans, generally, and imposing taxes on certain high-cost employer-sponsored plans;
|
|
•
|
creating an independent commission to propose changes to Medicare with a particular focus on the cost of biopharmaceuticals in Medicare Part D; and
|
|
•
|
increasing oversight by the FDA of pharmaceutical research and development processes and commercialization activities.
|
|
•
|
we may not be able to accurately estimate the financial impact of an acquisition on our overall business;
|
|
•
|
an acquisition may require us to incur debt or other obligations, incur large and immediate write-offs, issue capital stock potentially dilutive to our stockholders or spend significant cash, or may negatively affect our operating results and financial condition;
|
|
•
|
if we spend significant funds or incur additional debt or other obligations, our ability to obtain financing for working capital or other purposes could decline;
|
|
•
|
worse than expected performance of an acquired business may result in the impairment of intangible assets;
|
|
•
|
we may be unable to realize the anticipated benefits and synergies from acquisitions as a result of inherent risks and uncertainties, including difficulties integrating acquired businesses or retaining key personnel, partners, customers or other key relationships, and risks that acquired entities may not operate profitably or that acquisitions may not result in improved operating performance;
|
|
•
|
we may fail to successfully manage relationships with customers, distributors and suppliers;
|
|
•
|
our customers may not accept new molecular diagnostic tests from our acquired businesses;
|
|
•
|
we may fail to effectively coordinate sales and marketing efforts of our acquired businesses;
|
|
•
|
we may fail to combine product offerings and product lines of our acquired businesses timely and efficiently;
|
|
•
|
an acquisition may involve unexpected costs or liabilities, including as a result of pending and future shareholder lawsuits relating to acquisitions or exercise by stockholders of their statutory appraisal rights, or the effects of purchase accounting may be different from our expectations;
|
|
•
|
an acquisition may involve significant contingent payments that may adversely affect our future liquidity or capital resources;
|
|
•
|
accounting for contingent payments requires significant judgment and changes to the assumptions used in determining the fair value of our contingent payments could lead to significant volatility in earnings;
|
|
•
|
acquisitions and subsequent integration of these companies may disrupt our business and distract our management from other responsibilities; and
|
|
•
|
the costs of an unsuccessful acquisition may adversely affect our financial performance.
|
|
•
|
differing information technology, internal control, financial reporting and record-keeping systems;
|
|
•
|
differences in accounting policies and procedures;
|
|
•
|
unanticipated additional transaction and integration-related costs;
|
|
•
|
facilities or operations of acquired businesses in remote locations and the inherent risks of operating in unfamiliar legal and regulatory environments; and
|
|
•
|
new products, including the risk that any underlying intellectual property associated with such products may not have been adequately protected or that such products may infringe on the proprietary rights of others.
|
|
•
|
uncertainty about when sales of our molecular diagnostic tests will be recognized;
|
|
•
|
adoption of and coverage and reimbursement for our molecular diagnostic tests;
|
|
•
|
regulatory developments; and
|
|
•
|
timing and integration of any acquisitions.
|
|
•
|
general volatility in the trading markets;
|
|
•
|
significant fluctuations in our quarterly operating results;
|
|
•
|
significant changes in our cash and cash equivalent reserves;
|
|
•
|
announcements regarding our business or the business of our competitors;
|
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
|
•
|
industry and/or regulatory developments;
|
|
•
|
changes in revenue mix;
|
|
•
|
changes in revenue and revenue growth rates for us and for the industries in which we operate;
|
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles; and
|
|
•
|
statements or changes in opinions, ratings or earnings estimates made by brokerage firms or industry analysts relating to the markets in which we operate or expect to operate.
|
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
|
ITEM 2.
|
PROPERTIES
|
|
ITEM 5.
|
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
HIGH
|
|
LOW
|
|
HIGH
|
|
LOW
|
||||||||
|
First quarter
|
$
|
2.15
|
|
|
$
|
1.30
|
|
|
$
|
6.25
|
|
|
$
|
4.20
|
|
|
Second quarter
|
$
|
1.81
|
|
|
$
|
1.00
|
|
|
$
|
5.44
|
|
|
$
|
4.05
|
|
|
Third quarter
|
$
|
2.74
|
|
|
$
|
1.40
|
|
|
$
|
4.50
|
|
|
$
|
2.26
|
|
|
Fourth quarter
|
$
|
1.98
|
|
|
$
|
0.42
|
|
|
$
|
2.41
|
|
|
$
|
1.34
|
|
|
Equity Compensation Plan Information
|
||||||||
|
Year Ended December 31, 2015
|
||||||||
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
||
|
Equity compensation plans approved by security holders (Amended and Restated 2004 Stock Award and Incentive Plan, 2000 Omnibus Incentive Compensation Plan, and 1998 Stock Option Plan)
|
|
909,728
|
|
$
|
5.04
|
|
|
3,346,306
|
|
|
|
|
|
|
|
|
||
|
Equity compensation plans not approved by security holders
|
|
117,187
|
|
1.79
|
|
—
|
||
|
Total
|
|
1,026,915
|
|
$
|
4.67
|
|
|
3,346,306
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2015
|
|
2014
|
2014
|
||||||
|
Revenue, net
|
$
|
9,432
|
|
100.0
|
%
|
|
$
|
1,474
|
|
100.0
|
%
|
|
Cost of services
|
6,910
|
|
73.3
|
%
|
|
1,268
|
|
86.0
|
%
|
||
|
Gross profit
|
2,522
|
|
26.7
|
%
|
|
206
|
|
14.0
|
%
|
||
|
|
|
|
|
|
|
||||||
|
Sales and marketing
|
10,358
|
|
109.8
|
%
|
|
604
|
|
41.0
|
%
|
||
|
Research and development
|
2,292
|
|
24.3
|
%
|
|
255
|
|
17.3
|
%
|
||
|
General and administrative
|
16,922
|
|
179.4
|
%
|
|
14,314
|
|
971.1
|
%
|
||
|
Acquisition related amortization expense
|
3,812
|
|
40.4
|
%
|
|
773
|
|
52.4
|
%
|
||
|
Loss on extinguishment of debt
|
1,873
|
|
19.9
|
%
|
|
—
|
|
—
|
%
|
||
|
Goodwill impairment
|
15,666
|
|
166.1
|
%
|
|
—
|
|
—
|
%
|
||
|
Asset impairment
|
—
|
|
—
|
%
|
|
2,086
|
|
141.5
|
%
|
||
|
Change in fair value of contingent consideration
|
(7,993
|
)
|
(84.7
|
)%
|
|
—
|
|
—
|
%
|
||
|
Total operating expenses
|
42,930
|
|
455.2
|
%
|
|
18,032
|
|
1,223.3
|
%
|
||
|
|
|
|
|
|
|
||||||
|
Operating loss
|
(40,408
|
)
|
(428.4
|
)%
|
|
(17,826
|
)
|
(1,209.4
|
)%
|
||
|
Interest expense
|
(3,705
|
)
|
(39.3
|
)%
|
|
(602
|
)
|
(40.8
|
)%
|
||
|
Other expense, net
|
(93
|
)
|
(1.0
|
)%
|
|
(68
|
)
|
(4.6
|
)%
|
||
|
Loss from continuing operations before income tax
|
(44,206
|
)
|
(468.7
|
)%
|
|
(18,496
|
)
|
(1,254.8
|
)%
|
||
|
(Benefit from) income tax
|
(13,136
|
)
|
(139.3
|
)%
|
|
(5,030
|
)
|
(341.2
|
)%
|
||
|
Loss from continuing operations
|
(31,070
|
)
|
(329.4
|
)%
|
|
(13,466
|
)
|
(913.6
|
)%
|
||
|
|
|
|
|
|
|
||||||
|
Income (loss) from operations of discontinued operations
|
10,341
|
|
109.6
|
%
|
|
(2,310
|
)
|
(156.7
|
)%
|
||
|
Gain (loss) on sale of assets
|
21,634
|
|
229.4
|
%
|
|
—
|
|
—
|
%
|
||
|
Income (loss) from discontinued operations
|
31,975
|
|
339.0
|
%
|
|
(2,310
|
)
|
(156.7
|
)%
|
||
|
Provision for income tax on discontinued operations
|
12,261
|
|
130.0
|
%
|
|
297
|
|
20.1
|
%
|
||
|
Income (loss) from discontinued operations, net of tax
|
19,714
|
|
209.0
|
%
|
|
(2,607
|
)
|
(176.9
|
)%
|
||
|
|
|
|
|
|
|
||||||
|
Net loss
|
$
|
(11,356
|
)
|
(120.4
|
)%
|
|
$
|
(16,073
|
)
|
(1,090.4
|
)%
|
|
Balance as of January 1, 2014
|
$
|
1,962
|
|
|
Accretion
|
142
|
|
|
|
Adjustments
|
(16
|
)
|
|
|
Payments
|
(1,321
|
)
|
|
|
Balance as of December 31, 2014
|
$
|
767
|
|
|
Accretion
|
139
|
|
|
|
Adjustments
|
—
|
|
|
|
Payments
|
(772
|
)
|
|
|
Balance as of December 31, 2015
|
$
|
134
|
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
|
ITEM 9B.
|
OTHER INFORMATION
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
(a)
|
The following documents are filed as part of this Form 10-K:
|
|
(1)
|
Financial Statements – See Index to Financial Statements on page F-1 of this Form 10-K.
|
|
(2)
|
Financial Statement Schedule
|
|
(3)
|
Exhibits
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Asset Purchase Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014
|
|
2.2
|
|
Agreement and Plan of Merger, dated October 31, 2014, by and among RedPath Integrated Pathology, Inc., the Company, Interpace Diagnostics, LLC, RedPath Acquisition Sub, Inc. and RedPath Equityholder Representative, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
2.3
|
|
Asset Purchase Agreement, dated as of October 30, 2015, by and between Publicis Touchpoint Solutions, Inc. and PDI, Inc. is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 2, 2015
|
|
3.1
|
|
Certificate of Incorporation of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Registration Statement on Form S-1 (File No. 333-46321), filed with the SEC on May 19, 1998
|
|
3.2
|
|
Certificate of Amendment of Certificate of Incorporation of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 13, 2002
|
|
3.3
|
|
Certificate of Amendment to the Certificate of Incorporation of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 14, 2012
|
|
3.4
|
|
Amended and Restated By-Laws of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 6, 2014
|
|
3.5
|
|
Certificate of Amendment to the Certificate of Incorporation of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Form 8-K filed with the SEC on December 23, 2015
|
|
Exhibit No.
|
|
Description
|
|
3.6
|
|
Certificate of Amendment to the Certificate of Incorporation of PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Form 8-K filed with the SEC on December 23, 2015
|
|
4.1
|
|
Specimen Certificate Representing the Common Stock, incorporated by reference to the designated exhibit of the Company’s Registration Statement on Form S-1 (File No. 333-46321), filed with the SEC on May 19, 1998
|
|
10.1*
|
|
2000 Omnibus Incentive Compensation Plan, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.2*
|
|
Executive Deferred Compensation Plan, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 8, 2010
|
|
10.3*
|
|
Amended and Restated 2004 Stock Award and Incentive Plan, incorporated by reference to the designated exhibit of the Company’s definitive proxy statement filed with the SEC on April 28, 2004
|
|
10.4*
|
|
Form of Restricted Stock Unit Agreement for Employees, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 8, 2009
|
|
10.5*
|
|
Form of Stock Appreciation Rights Agreement for Employees, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 8, 2009
|
|
10.6*
|
|
Form of Restricted Stock Unit Agreement for Directors, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 8, 2009
|
|
10.7*
|
|
Form of Restricted Share Agreement, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 8, 2010
|
|
10.8
|
|
Offer Letter between the Company and Graham G. Miao, dated October 14, 2014, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.9
|
|
Employment Separation Agreement between the Company and Graham G. Miao, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.10
|
|
Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation and Rights to Intellectual Property Agreement between the Company and Graham G. Miao, dated October 14, 2014, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.11
|
|
Form of Restricted Stock Unit Inducement Agreement, by and between the Company and Graham G. Mio, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.12
|
|
Stock Appreciation Rights Inducement Agreement by and between the Company and Graham G. Miao, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2014
|
|
10.13
|
|
Morris Corporate Center Lease, incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 5, 2009
|
|
10.14
|
|
Non-negotiable Subordinated Secured Promissory Note, dated October 31, 2014, by the Company and Interpace Diagnostics, LLC in favor of RedPath Equityholder Representative, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.15
|
|
Amendment No. 1 to Note, dated July 30, 2015, by and between Redpath Equityholder Representative, LLC, a Delaware limited liability company, and the Company, incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 12, 2015
|
|
10.16
|
|
Limited Waiver, Consent and Amendment No. 2 to Note, dated October 30, 2015, by and among RedPath Equityholder Representative, LLC, PDI, Inc., and Interpace Diagnostics, LLC, incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 12, 2015
|
|
10.17
|
|
Contingent Consideration Agreement, dated October 31, 2014, by and among the Company, Interpace Diagnostics, LLC and RedPath Equityholder Representative, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
Exhibit No.
|
|
Description
|
|
10.18
|
|
Subordination and Intercreditor Agreement, dated October 31, 2014, by and among the Company, RedPath Equityholder Representative, LLC and SWK Funding LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.19
|
|
Settlement Agreement, dated January 28, 2013, by and between RedPath Integrated Pathology, Inc. (now known as Interpace Diagnostics Corporation) and the United States of America, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.20
|
|
License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014
|
|
10.21
|
|
CPRIT License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014
|
|
10.22
|
|
Supply Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014
|
|
10.23
|
|
Guaranty, dated August 13, 2014 by the Company in favor of Asuragen, Inc., incorporated by reference to the designated exhibit of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014
|
|
10.24
|
|
Lease, dated October 10, 2007, by and between Spring Way Center, LLC and RedPath Integrated Pathology, Inc. (now known as Interpace Diagnostics, LLC), incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.25
|
|
Lease Renewal, dated April 3, 2013, by and between Spring Way Center, LLC and RedPath Integrated Pathology, Inc. (now known as Interpace Diagnostics, LLC), incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.26
|
|
Lease, dated June 28, 2015, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.27
|
|
Amendment No. 1 to Lease, dated September 18, 2007, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.28
|
|
Amendment No. 2 to Lease, dated August 29, 2008, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.29
|
|
Amendment No. 3 to Lease, dated April 8, 2009, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.30
|
|
Amendment No. 4 to Lease, dated September 16, 2010, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.31
|
|
Amendment No. 5 to Lease, dated September 15, 2011, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.32
|
|
Amendment No. 6 to Lease, dated March 5, 2014, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.33
|
|
Amendment No. 7 to Lease, dated August 29, 2014, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to the designated exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 5, 2015
|
|
10.34
|
|
Amendment Agreement, dated December 7, 2015, by and between PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.) and Nancy S. Lurker, incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2015
|
|
10.35
|
|
Agreement and General Release, dated January 6, 2016, by and between Gerald Melillo and PDI, Inc. (n.k.a. Interpace Diagnostics Group, Inc.), incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K filed with the SEC on January 1, 2016
|
|
21.1
|
|
Subsidiaries of the Registrant,
filed herewith
|
|
Exhibit No.
|
|
Description
|
|
23.1
|
|
Consent of BDO USA, LLP, filed herewith
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
|
|
*
|
|
Denotes compensatory plan, compensation arrangement or management contract.
|
|
†
|
|
Portions of this Exhibit were omitted and filed separately with the Secretary of the SEC pursuant to an order for confidential treatment from the SEC.
|
|
|
INTERPACE DIAGNOSTICS GROUP, INC.
|
|
|
/s/ Jack E. Stover
|
|
|
Jack E. Stover
|
|
|
Interim President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
/s/ Stephen J. Sullivan
|
|
|
|
Stephen J. Sullivan
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
/s/ Jack E. Stover
|
|
|
|
Jack E. Stover
|
|
Interim President and Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
/s/ Nat Krishnamurti
|
|
|
|
Nat Krishnamurti
|
|
Interim Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)
|
|
|
|
|
|
/s/ Heiner Dreismann
|
|
|
|
Heiner Dreismann
|
|
Director
|
|
|
|
|
|
/s/ Harry Glorikian
|
|
|
|
Harry Glorikian
|
|
Director
|
|
|
|
|
|
/s/ Joseph Keegan
|
|
|
|
Joseph Keegan
|
|
Director
|
|
|
|
|
|
/s/ Kapila Ratnam
|
|
|
|
Kapila Ratnam
|
|
Director
|
|
|
|
Page
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
F-3
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Loss for the years ended
|
|
|
|
December 31, 2015 and 2014
|
F-4
|
|
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity for the years
|
|
|
|
ended December 31, 2015 and 2014
|
F-5
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended
|
|
|
|
December 31, 2015 and 2014
|
F-6
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
F-8
|
|
|
|
|
|
Schedule II. Valuation and Qualifying Accounts
|
F-41
|
|
|
/s/ BDO USA, LLP
|
|
|
|
|
|
Woodbridge, New Jersey
|
|
|
March 29, 2016
|
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
8,310
|
|
|
$
|
23,111
|
|
|
Short-term investments
|
106
|
|
|
107
|
|
||
|
Accounts receivable, net
|
2,806
|
|
|
3,836
|
|
||
|
Other current assets
|
2,569
|
|
|
5,641
|
|
||
|
Current assets from discontinued operations
|
5,374
|
|
|
12,171
|
|
||
|
Total current assets
|
19,165
|
|
|
44,866
|
|
||
|
Property and equipment, net
|
1,460
|
|
|
1,793
|
|
||
|
Goodwill
|
—
|
|
|
15,545
|
|
||
|
Other intangible assets, net
|
43,492
|
|
|
47,304
|
|
||
|
Other long-term assets
|
3,255
|
|
|
2,949
|
|
||
|
Non-current assets from discontinued operations
|
340
|
|
|
3,449
|
|
||
|
Total assets
|
$
|
67,712
|
|
|
$
|
115,906
|
|
|
|
|
|
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Accounts payable
|
$
|
1,560
|
|
|
$
|
2,162
|
|
|
Accrued salary and bonus
|
2,424
|
|
|
1,569
|
|
||
|
Other accrued expenses
|
5,961
|
|
|
7,951
|
|
||
|
Current portion of long-term debt, net of debt discount
|
1,164
|
|
|
—
|
|
||
|
Current liabilities from discontinued operations
|
12,264
|
|
|
21,896
|
|
||
|
Total current liabilities
|
23,373
|
|
|
33,578
|
|
||
|
Contingent consideration
|
17,890
|
|
|
25,909
|
|
||
|
Long-term debt, net of debt discount
|
7,233
|
|
|
27,154
|
|
||
|
Other long-term liabilities
|
6,178
|
|
|
8,814
|
|
||
|
Non-current liabilities from discontinued operations
|
—
|
|
|
329
|
|
||
|
Total liabilities
|
54,674
|
|
|
95,784
|
|
||
|
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
|
Stockholders’ equity:
|
|
|
|
|
|
||
|
Preferred stock, $.01 par value; 5,000,000 shares authorized, no
|
|
|
|
|
|
||
|
shares issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $.01 par value; 100,000,000 and 40,000,000 shares authorized;
|
|
|
|
|
|
||
|
18,705,214 and 16,558,140 shares issued, respectively;
|
|
|
|
|
|
||
|
17,662,671 and 15,361,133 shares outstanding, respectively
|
187
|
|
|
165
|
|
||
|
Additional paid-in capital
|
132,522
|
|
|
134,171
|
|
||
|
Accumulated deficit
|
(111,252
|
)
|
|
(99,896
|
)
|
||
|
Accumulated other comprehensive income
|
13
|
|
|
16
|
|
||
|
Treasury stock, at cost (1,042,543 and 1,197,007 shares, respectively)
|
(8,432
|
)
|
|
(14,334
|
)
|
||
|
Total stockholders' equity
|
13,038
|
|
|
20,122
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
67,712
|
|
|
$
|
115,906
|
|
|
|
For The Years Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Revenue, net
|
$
|
9,432
|
|
|
$
|
1,474
|
|
|
Cost of revenue (excluding amortization of $3,812 and $773, respectively)
|
6,910
|
|
|
1,268
|
|
||
|
Gross profit
|
2,522
|
|
|
206
|
|
||
|
Operating expenses:
|
|
|
|
|
|
||
|
Sales and marketing
|
10,358
|
|
|
604
|
|
||
|
Research and development
|
2,292
|
|
|
255
|
|
||
|
General and administrative
|
16,922
|
|
|
14,314
|
|
||
|
Acquisition related amortization expense
|
3,812
|
|
|
773
|
|
||
|
Loss on extinguishment of debt
|
1,873
|
|
|
—
|
|
||
|
Goodwill impairment
|
15,666
|
|
|
—
|
|
||
|
Asset impairment
|
—
|
|
|
2,086
|
|
||
|
Change in fair value of contingent consideration
|
(7,993
|
)
|
|
—
|
|
||
|
Total operating expenses
|
42,930
|
|
|
18,032
|
|
||
|
|
|
|
|
||||
|
Operating loss
|
(40,408
|
)
|
|
(17,826
|
)
|
||
|
Interest expense
|
(3,705
|
)
|
|
(602
|
)
|
||
|
Other expense, net
|
(93
|
)
|
|
(68
|
)
|
||
|
Loss from continuing operations before tax
|
(44,206
|
)
|
|
(18,496
|
)
|
||
|
Benefit from income tax
|
(13,136
|
)
|
|
(5,030
|
)
|
||
|
Loss from continuing operations
|
(31,070
|
)
|
|
(13,466
|
)
|
||
|
|
|
|
|
||||
|
Discontinued Operations
|
|
|
|
||||
|
Income (loss) from discontinued operations
|
10,341
|
|
|
(2,310
|
)
|
||
|
Gain (loss) on sale of assets
|
21,634
|
|
|
—
|
|
||
|
Income (loss) from discontinued operations
|
31,975
|
|
|
(2,310
|
)
|
||
|
Provision for income tax on discontinued operations
|
12,261
|
|
|
297
|
|
||
|
Income (loss) from discontinued operations, net of tax
|
$
|
19,714
|
|
|
$
|
(2,607
|
)
|
|
|
|
|
|
||||
|
Net loss
|
$
|
(11,356
|
)
|
|
$
|
(16,073
|
)
|
|
|
|
|
|
||||
|
Other comprehensive income (loss):
|
|
|
|
||||
|
Unrealized holding loss on available-for-sale securities, net
|
(3
|
)
|
|
—
|
|
||
|
Comprehensive loss
|
$
|
(11,359
|
)
|
|
$
|
(16,073
|
)
|
|
|
|
|
|
||||
|
Basic and diluted (loss) income per share of common stock:
|
|
|
|
|
|
||
|
From continuing operations
|
$
|
(2.01
|
)
|
|
$
|
(0.90
|
)
|
|
From discontinued operations
|
1.28
|
|
|
(0.18
|
)
|
||
|
Net loss per basic and diluted share of common stock
|
$
|
(0.73
|
)
|
|
$
|
(1.08
|
)
|
|
Weighted average number of common shares and common share equivalents outstanding:
|
|
|
|
|
|
||
|
Basic
|
15,475
|
|
|
14,901
|
|
||
|
Diluted
|
15,475
|
|
|
14,901
|
|
||
|
|
For The Years Ended December 31,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
Common stock:
|
|
|
|
|
|
|
|
||||||
|
Balance at January 1
|
16,558
|
|
|
$
|
165
|
|
|
16,316
|
|
|
$
|
163
|
|
|
Common stock issued
|
1,321
|
|
|
13
|
|
|
81
|
|
|
—
|
|
||
|
SARs exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Restricted stock issued
|
874
|
|
|
9
|
|
|
174
|
|
|
2
|
|
||
|
Restricted stock forfeited
|
(48
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||
|
Balance at December 31
|
18,705
|
|
|
187
|
|
|
16,558
|
|
|
165
|
|
||
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Balance at January 1
|
1,197
|
|
|
(14,334
|
)
|
|
1,146
|
|
|
(14,106
|
)
|
||
|
Treasury stock reissued
|
(500
|
)
|
|
6,110
|
|
|
—
|
|
|
—
|
|
||
|
Treasury stock purchased
|
346
|
|
|
(208
|
)
|
|
51
|
|
|
(228
|
)
|
||
|
Balance at December 31
|
1,043
|
|
|
(8,432
|
)
|
|
1,197
|
|
|
(14,334
|
)
|
||
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Balance at January 1
|
|
|
|
134,171
|
|
|
|
|
|
130,229
|
|
||
|
Common stock issued
|
|
|
|
2
|
|
|
|
|
|
—
|
|
||
|
Common stock issued through ATM
|
|
|
451
|
|
|
|
|
—
|
|
||||
|
Contingent consideration
|
|
|
—
|
|
|
|
|
|
1,820
|
|
|||
|
Restricted stock issued
|
|
|
|
(9
|
)
|
|
|
|
|
(2
|
)
|
||
|
Treasury stock reissued
|
|
|
(6,110
|
)
|
|
|
|
—
|
|
||||
|
Stock-based compensation expense
|
|
|
4,017
|
|
|
|
|
|
2,124
|
|
|||
|
Balance at December 31
|
|
|
|
132,522
|
|
|
|
|
|
134,171
|
|
||
|
Accumulated deficit:
|
|
|
|
|
|
|
|
|
|
|
|||
|
Balance at January 1
|
|
|
|
(99,896
|
)
|
|
|
|
|
(83,823
|
)
|
||
|
Net loss
|
|
|
|
(11,356
|
)
|
|
|
|
|
(16,073
|
)
|
||
|
Balance at December 31
|
|
|
|
(111,252
|
)
|
|
|
|
|
(99,896
|
)
|
||
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Balance at January 1
|
|
|
|
16
|
|
|
|
|
|
16
|
|
||
|
Unrealized holding loss on available-for-sale securities, net of tax
|
|
|
(3
|
)
|
|
|
|
|
—
|
|
|||
|
Balance at December 31
|
|
|
|
13
|
|
|
|
|
|
16
|
|
||
|
Total stockholders' equity
|
|
|
$
|
13,038
|
|
|
|
|
|
$
|
20,122
|
|
|
|
|
For The Years Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Cash Flows From Operating Activities
|
|
|
|
||||
|
Net loss
|
$
|
(11,356
|
)
|
|
$
|
(16,073
|
)
|
|
Adjustments to reconcile net loss to net cash used in
|
|
|
|
|
|||
|
operating activities:
|
|
|
|
|
|
||
|
Depreciation and amortization
|
5,030
|
|
|
2,391
|
|
||
|
Deferred taxes
|
(1,167
|
)
|
|
(5,035
|
)
|
||
|
Realignment accrual accretion
|
139
|
|
|
142
|
|
||
|
Interest accretion
|
1,095
|
|
|
139
|
|
||
|
Provision for bad debt
|
802
|
|
|
—
|
|
||
|
Other current assets
|
979
|
|
|
—
|
|
||
|
Change in fair value of contingent consideration
|
(7,993
|
)
|
|
—
|
|
||
|
Impairment of discontinued operations
|
—
|
|
|
1,906
|
|
||
|
Stock-based compensation
|
4,017
|
|
|
2,124
|
|
||
|
Goodwill impairment
|
15,666
|
|
|
—
|
|
||
|
Non-cash loss on debt extinguishment
|
476
|
|
|
—
|
|
||
|
Asset impairment
|
635
|
|
|
2,086
|
|
||
|
Gain on sale of discontinued operations
|
(21,634
|
)
|
|
—
|
|
||
|
Other changes in assets and liabilities:
|
|
|
|
|
|
||
|
Increase in accounts receivable
|
(5,486
|
)
|
|
(3,422
|
)
|
||
|
Increase (decrease) in unbilled receivable
|
(181
|
)
|
|
—
|
|
||
|
Decrease in other current assets
|
2,350
|
|
|
3,678
|
|
||
|
Decrease in other long-term assets
|
3,286
|
|
|
193
|
|
||
|
Increase in accounts payable
|
1,019
|
|
|
786
|
|
||
|
Decrease in unearned contract revenue
|
(5,201
|
)
|
|
(929
|
)
|
||
|
Increase (decrease) in accrued salaries and bonus
|
895
|
|
|
(4,248
|
)
|
||
|
(Decrease) increase in accrued liabilities
|
(3,389
|
)
|
|
1,180
|
|
||
|
Decrease in long-term liabilities
|
176
|
|
|
(1,296
|
)
|
||
|
Net cash used in operating activities
|
(19,842
|
)
|
|
(16,378
|
)
|
||
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||
|
Purchase of property and equipment
|
(353
|
)
|
|
(2,851
|
)
|
||
|
Acquisition of diagnostic assets
|
—
|
|
|
(8,500
|
)
|
||
|
Acquisition of RedPath, net of cash acquired
|
—
|
|
|
(13,359
|
)
|
||
|
Loan to privately held non-controlled entity
|
—
|
|
|
(655
|
)
|
||
|
Net proceeds from sale of assets
|
26,751
|
|
|
—
|
|
||
|
Net cash provided by (used in) investing activities
|
26,398
|
|
|
(25,365
|
)
|
||
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||
|
Cash received from financing arrangement
|
—
|
|
|
20,000
|
|
||
|
Repayment of financing arrangement
|
(20,000
|
)
|
|
—
|
|
||
|
Debt extinguishment costs
|
(1,600
|
)
|
|
—
|
|
||
|
Cash paid for debt discount and deferred financing costs
|
—
|
|
|
(557
|
)
|
||
|
Issuance of common stock
|
451
|
|
|
—
|
|
||
|
Cash paid for repurchase of restricted shares
|
(208
|
)
|
|
(228
|
)
|
||
|
Net cash (used in) provided by financing activities
|
(21,357
|
)
|
|
19,215
|
|
||
|
Net decrease in cash and cash equivalents
|
(14,801
|
)
|
|
(22,528
|
)
|
||
|
Cash and cash equivalents from continuing operations – beginning
|
23,111
|
|
|
45,639
|
|
||
|
Cash and cash equivalents from discontinued operations – beginning
|
—
|
|
|
—
|
|
||
|
Cash and cash equivalents – beginning
|
$
|
23,111
|
|
|
$
|
45,639
|
|
|
Cash and cash equivalents from continuing operations – ending
|
$
|
8,310
|
|
|
$
|
23,111
|
|
|
Cash and cash equivalents from discontinued operations – ending
|
—
|
|
|
—
|
|
||
|
Cash and cash equivalents - ending
|
$
|
8,310
|
|
|
$
|
23,111
|
|
|
Cash paid for taxes
|
$
|
242
|
|
|
$
|
115
|
|
|
Cash paid for interest
|
$
|
3,128
|
|
|
$
|
—
|
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
||||||||
|
(in thousands)
|
||||||||
|
|
|
For the Years Ended December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
|
Contingent consideration - common stock
|
|
$
|
—
|
|
|
$
|
1,820
|
|
|
Contingent consideration - deferred payments
|
|
$
|
—
|
|
|
$
|
26,542
|
|
|
Subordinated note payable
|
|
$
|
—
|
|
|
$
|
7,509
|
|
|
1.
|
Nature of Business and Significant Accounting Policies
|
|
|
December 31,
2015 |
|
December 31, 2014
|
||||
|
Indemnification asset
|
$
|
875
|
|
|
$
|
875
|
|
|
Letters of credit
|
360
|
|
|
326
|
|
||
|
Other receivables
|
1,048
|
|
|
1,676
|
|
||
|
Prepaid expenses
|
180
|
|
|
367
|
|
||
|
Deferred tax asset
|
—
|
|
|
1,359
|
|
||
|
Other
|
106
|
|
|
1,038
|
|
||
|
|
$
|
2,569
|
|
|
$
|
5,641
|
|
|
2.
|
Recent Accounting Standards
|
|
3.
|
Liquidity
|
|
|
|
|
|
||
|
(in thousands)
|
|
Gain on Sale
|
|
||
|
Purchase price
|
|
$
|
25,467
|
|
|
|
Working capital adjustment
|
|
3,067
|
|
|
|
|
Total consideration
|
|
28,534
|
|
|
|
|
Assets and liabilities sold, net
|
|
(5,311
|
)
|
|
|
|
Transaction costs
|
|
(1,806
|
)
|
|
|
|
Gain on sale
|
|
$
|
21,417
|
|
*
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Revenue, net
|
$
|
134,850
|
|
|
$
|
121,874
|
|
|
|
|
|
|
||||
|
Income (loss) from discontinued operations
|
10,341
|
|
|
(2,310
|
)
|
||
|
Gain (loss) on sale of assets
|
21,634
|
|
|
—
|
|
||
|
Income (loss) from discontinued operations, before tax
|
31,975
|
|
|
(2,310
|
)
|
||
|
Income tax expense
|
12,261
|
|
|
297
|
|
||
|
Income (loss) from discontinued operations, net of tax
|
$
|
19,714
|
|
|
$
|
(2,607
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
CSO
|
|
DCA/TVG
|
|
Total
|
|
CSO
|
|
DCA/TVG
|
|
Total
|
||||||||||||
|
Accounts receivable, net
|
$
|
3,296
|
|
|
$
|
—
|
|
|
$
|
3,296
|
|
|
$
|
4,669
|
|
|
$
|
—
|
|
|
$
|
4,669
|
|
|
Unbilled receivable, net
|
16
|
|
|
—
|
|
|
16
|
|
|
5,684
|
|
|
—
|
|
|
5,684
|
|
||||||
|
Other
|
2,062
|
|
|
—
|
|
|
2,062
|
|
|
1,818
|
|
|
—
|
|
|
1,818
|
|
||||||
|
Current assets from discontinued operations
|
5,374
|
|
|
—
|
|
|
5,374
|
|
|
12,171
|
|
|
—
|
|
|
12,171
|
|
||||||
|
Property and equipment, net
|
190
|
|
|
—
|
|
|
190
|
|
|
1,391
|
|
|
—
|
|
|
1,391
|
|
||||||
|
Other
|
—
|
|
|
150
|
|
|
150
|
|
|
—
|
|
|
2,058
|
|
|
2,058
|
|
||||||
|
Long-term assets from discontinued operations
|
190
|
|
|
150
|
|
|
340
|
|
|
1,391
|
|
|
2,058
|
|
|
3,449
|
|
||||||
|
Total assets
|
$
|
5,564
|
|
|
$
|
150
|
|
|
$
|
5,714
|
|
|
$
|
13,562
|
|
|
$
|
2,058
|
|
|
$
|
15,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
$
|
3,767
|
|
|
$
|
—
|
|
|
$
|
3,767
|
|
|
$
|
2,077
|
|
|
$
|
69
|
|
|
$
|
2,146
|
|
|
Unearned contract revenue
|
11
|
|
|
—
|
|
|
11
|
|
|
6,752
|
|
|
—
|
|
|
6,752
|
|
||||||
|
Accrued salary and bonus
|
3,036
|
|
|
—
|
|
|
3,036
|
|
|
5,580
|
|
|
547
|
|
|
6,127
|
|
||||||
|
Other
|
5,092
|
|
|
358
|
|
|
5,450
|
|
|
4,598
|
|
|
2,273
|
|
|
6,871
|
|
||||||
|
Current liabilities from discontinued operations
|
11,906
|
|
|
358
|
|
|
12,264
|
|
|
19,007
|
|
|
2,889
|
|
|
21,896
|
|
||||||
|
Other long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
329
|
|
|
329
|
|
||||||
|
Total liabilities
|
$
|
11,906
|
|
|
$
|
358
|
|
|
$
|
12,264
|
|
|
$
|
19,007
|
|
|
$
|
3,218
|
|
|
$
|
22,225
|
|
|
Cash
|
|
$
|
8,000
|
|
|
Transition services obligation
|
|
500
|
|
|
|
Contingent consideration
|
|
4,476
|
|
|
|
Total consideration
|
|
$
|
12,976
|
|
|
|
|
|
||
|
Thyroid
|
|
$
|
8,519
|
|
|
Pancreas
|
|
2,882
|
|
|
|
Biobank
|
|
1,575
|
|
|
|
Acquired intangible assets
|
|
$
|
12,976
|
|
|
Cash
|
|
|
$
|
13,572
|
|
||
|
Subordinated note payable
|
|
|
7,517
|
|
|||
|
Cash
|
|
$
|
22,066
|
|
|
||
|
Common stock
|
|
1,820
|
|
|
|||
|
Contingent consideration
|
|
|
23,886
|
|
|||
|
Total consideration
|
|
|
$
|
44,975
|
|
||
|
|
|
|
|
||||
|
Goodwill
|
|
|
$
|
15,666
|
|
||
|
Pancreas Test
|
|
$
|
16,141
|
|
|
||
|
Barrett's Test
|
|
18,351
|
|
|
|||
|
Acquired intangible assets
|
|
|
34,492
|
|
|||
|
Current assets
|
|
|
5,465
|
|
|||
|
Indemnification asset, long-term - DOJ settlement
|
|
|
2,500
|
|
|||
|
Other long-term assets
|
|
|
366
|
|
|||
|
Current liabilities
|
|
|
(4,809
|
)
|
|||
|
DOJ settlement, long-term (indemnified by RedPath)
|
|
|
(2,500
|
)
|
|||
|
Deferred income tax liability
|
|
|
(6,205
|
)
|
|||
|
Total acquired assets
|
|
|
$
|
44,975
|
|
||
|
|
|
||
|
|
|
||
|
|
2014
|
||
|
Revenue
|
$
|
9,786
|
|
|
Net loss
|
$
|
24,299
|
|
|
Loss per share
|
$
|
(1.63
|
)
|
|
|
As of December 31, 2015
|
|
Fair Value Measurements
|
||||||||||||||||
|
|
Carrying
|
|
Fair
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amount
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash
|
$
|
7,534
|
|
|
$
|
7,534
|
|
|
$
|
7,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Money market funds
|
776
|
|
|
776
|
|
|
776
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
8,310
|
|
|
$
|
8,310
|
|
|
$
|
8,310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Money market funds
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mutual funds
|
58
|
|
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|||||
|
U.S. Treasury securities
|
1,115
|
|
|
1,115
|
|
|
1,115
|
|
|
—
|
|
|
—
|
|
|||||
|
Government agency securities
|
131
|
|
|
131
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
1,352
|
|
|
$
|
1,352
|
|
|
$
|
1,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Contingent consideration:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Asuragen
|
$
|
4,628
|
|
|
$
|
4,628
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,628
|
|
|
RedPath
|
13,921
|
|
|
13,921
|
|
|
—
|
|
|
—
|
|
|
13,921
|
|
|||||
|
|
$
|
18,549
|
|
|
$
|
18,549
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,549
|
|
|
|
As of December 31, 2014
|
|
Fair Value Measurements
|
||||||||||||||||
|
|
Carrying
|
|
Fair
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Amount
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash
|
$
|
6,836
|
|
|
$
|
6,836
|
|
|
$
|
6,836
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Money market funds
|
16,275
|
|
|
16,275
|
|
|
16,275
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
23,111
|
|
|
$
|
23,111
|
|
|
$
|
23,111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Money market funds
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Mutual funds
|
59
|
|
|
59
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|||||
|
U.S. Treasury securities
|
1,070
|
|
|
1,070
|
|
|
1,070
|
|
|
—
|
|
|
—
|
|
|||||
|
Government agency securities
|
317
|
|
|
317
|
|
|
317
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
1,494
|
|
|
$
|
1,494
|
|
|
$
|
1,494
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Contingent consideration:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Asuragen
|
$
|
4,476
|
|
|
$
|
4,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,476
|
|
|
RedPath
|
22,066
|
|
|
22,066
|
|
|
—
|
|
|
—
|
|
|
22,066
|
|
|||||
|
|
$
|
26,542
|
|
|
$
|
26,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,542
|
|
|
|
2015
|
|||||||||||
|
|
January 1,
|
Additions
|
Adjustment
to Fair Value
|
December 31,
|
||||||||
|
Asuragen
|
$
|
4,476
|
|
$
|
152
|
|
$
|
—
|
|
$
|
4,628
|
|
|
RedPath
|
22,066
|
|
—
|
|
(8,145
|
)
|
13,921
|
|
||||
|
|
$
|
26,542
|
|
$
|
152
|
|
$
|
(8,145
|
)
|
$
|
18,549
|
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||||||||
|
|
|
Carrying Amount as of
|
|
December 31, 2015
|
||||||||||||
|
|
|
December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Goodwill
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Carrying Amount as of
|
|
Fair Value Measurements as of
|
||||||||||||
|
|
|
December 31, 2014
|
|
December 31, 2014
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Goodwill
|
|
$
|
15,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,545
|
|
|
7.
|
Investments in Marketable Securities
|
|
|
|
|
Maturing
|
|
|
|
Maturing
|
||||||||||||||||
|
|
December 31,
2015 |
|
within
1 year
|
|
after 1 year
through
3 years
|
|
December 31,
2014 |
|
within
1 year
|
|
after 1 year
through
3 years
|
||||||||||||
|
Cash/money market funds
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
204
|
|
|
$
|
—
|
|
|
US Treasury securities
|
1,115
|
|
|
341
|
|
|
774
|
|
|
1,070
|
|
|
105
|
|
|
965
|
|
||||||
|
Government agency securities
|
131
|
|
|
—
|
|
|
131
|
|
|
317
|
|
|
225
|
|
|
92
|
|
||||||
|
Total
|
$
|
1,293
|
|
|
$
|
388
|
|
|
$
|
905
|
|
|
$
|
1,591
|
|
|
$
|
534
|
|
|
$
|
1,057
|
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
Other current assets
|
$
|
388
|
|
|
$
|
534
|
|
|
Other long-term assets
|
905
|
|
|
1,057
|
|
||
|
Total
|
$
|
1,293
|
|
|
$
|
1,591
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Furniture and fixtures
|
$
|
2,862
|
|
|
$
|
2,830
|
|
|
Office equipment
|
2,475
|
|
|
2,228
|
|
||
|
Computer equipment
|
3,476
|
|
|
3,023
|
|
||
|
Internal-use software
|
7,438
|
|
|
7,311
|
|
||
|
Leasehold improvements
|
4,762
|
|
|
4,727
|
|
||
|
|
21,013
|
|
|
20,119
|
|
||
|
Less accumulated depreciation
|
(19,553
|
)
|
|
(18,326
|
)
|
||
|
|
$
|
1,460
|
|
|
$
|
1,793
|
|
|
9.
|
Goodwill and Other Intangible Assets
|
|
|
2015
|
||||||||||||||
|
|
January 1,
|
Additions
|
Adjustments
|
Impairments
|
December 31,
|
||||||||||
|
RedPath
|
$
|
15,545
|
|
$
|
—
|
|
$
|
121
|
|
$
|
(15,666
|
)
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2014
|
||||||||||||||
|
RedPath
|
$
|
—
|
|
$
|
15,545
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15,545
|
|
|
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||
|
|
Life
|
|
Carrying
|
|
Carrying
|
||||
|
|
(Years)
|
|
Amount
|
|
Amount
|
||||
|
Diagnostic assets:
|
|
|
|
|
|
||||
|
Asuragen acquisition:
|
|
|
|
|
|
||||
|
Thyroid
|
9
|
|
$
|
8,519
|
|
|
$
|
8,519
|
|
|
Pancreas
|
7
|
|
2,882
|
|
|
2,882
|
|
||
|
Biobank
|
4
|
|
1,575
|
|
|
1,575
|
|
||
|
RedPath acquisition:
|
|
|
|
|
|
||||
|
Pancreas test
|
7
|
|
16,141
|
|
|
16,141
|
|
||
|
Barrett's test
|
9
|
|
18,351
|
|
|
18,351
|
|
||
|
Total
|
|
|
$
|
47,468
|
|
|
$
|
47,468
|
|
|
Diagnostic lab:
|
|
|
|
|
|
||||
|
CLIA Lab
|
2.3
|
|
$
|
609
|
|
|
$
|
609
|
|
|
|
|
|
|
|
|
||||
|
Accumulated Amortization
|
|
|
$
|
(4,585
|
)
|
|
$
|
(773
|
)
|
|
|
|
|
|
|
|
||||
|
Net Carrying Value
|
|
|
$
|
43,492
|
|
|
$
|
47,304
|
|
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||
|
$
|
4,889
|
|
$
|
6,097
|
|
$
|
5,949
|
|
$
|
5,703
|
|
$
|
5,703
|
|
|
10.
|
Retirement Plans
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
Facilities realignment accrual
|
43
|
|
|
517
|
|
||
|
Self insurance accruals
|
137
|
|
|
111
|
|
||
|
Indemnification liability
|
875
|
|
|
875
|
|
||
|
Contingent consideration
|
659
|
|
|
633
|
|
||
|
Acquisition related costs
|
—
|
|
|
1,225
|
|
||
|
Rent payable
|
127
|
|
|
348
|
|
||
|
DOJ settlement
|
250
|
|
|
500
|
|
||
|
Accrued interest
|
—
|
|
|
465
|
|
||
|
Accrued professional fees
|
775
|
|
|
626
|
|
||
|
Taxes payable
|
591
|
|
|
477
|
|
||
|
Unclaimed property
|
546
|
|
|
539
|
|
||
|
All others
|
1,958
|
|
|
1,635
|
|
||
|
|
$
|
5,961
|
|
|
$
|
7,951
|
|
|
|
December 31,
2015 |
|
December 31, 2014
|
||||
|
Rent payable
|
$
|
52
|
|
|
$
|
209
|
|
|
Uncertain tax positions
|
3,425
|
|
|
3,267
|
|
||
|
Deferred tax liability
|
—
|
|
|
2,525
|
|
||
|
Facilities realignment accrual
|
—
|
|
|
43
|
|
||
|
DOJ settlement (indemnified by RedPath)
|
2,500
|
|
|
2,500
|
|
||
|
Other
|
201
|
|
|
270
|
|
||
|
|
$
|
6,178
|
|
|
$
|
8,814
|
|
|
12.
|
Commitments and Contingencies
|
|
|
|
|
Less than
|
|
1 to 3
|
|
3 to 5
|
|
After
|
||||||||||
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
|
Contingent consideration (1)
|
$
|
18,549
|
|
|
$
|
659
|
|
|
$
|
7,095
|
|
|
$
|
4,451
|
|
|
$
|
6,344
|
|
|
Contractual obligations (2)
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Operating lease obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Minimum lease payments
|
2,388
|
|
|
2,103
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|||||
|
Less minimum sublease rentals (3)
|
(753
|
)
|
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Net minimum lease payments
|
1,635
|
|
|
1,350
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
$
|
20,230
|
|
|
$
|
2,055
|
|
|
$
|
7,380
|
|
|
$
|
4,451
|
|
|
$
|
6,344
|
|
|
13.
|
Preferred Stock and Equity Offering
|
|
14.
|
Stock-Based Compensation
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||
|
Risk-free interest rate
|
|
1.02
|
%
|
|
0.75
|
%
|
|
Expected life
|
|
3.5
|
|
|
3.5
|
|
|
Expected volatility
|
|
54.47
|
%
|
|
48.15
|
%
|
|
|
2015
|
|
2014
|
||||
|
SARs
|
$
|
823
|
|
|
$
|
727
|
|
|
Performance awards
|
254
|
|
|
98
|
|
||
|
RSUs and restricted stock
|
2,940
|
|
|
1,299
|
|
||
|
Total stock-based compensation expense
|
$
|
4,017
|
|
|
$
|
2,124
|
|
|
|
Shares
|
|
Average
Grant
Price
|
|
Remaining
Contractual
Period (in years)
|
|
Aggregate
Intrinsic
Value
|
||||
|
Outstanding at January 1, 2015
|
1,692,921
|
|
|
$5.12
|
|
3.40
|
|
$
|
4
|
|
|
|
Granted
|
24,575
|
|
|
$1.33
|
|
2.73
|
|
$
|
—
|
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
||
|
Forfeited or expired
|
(690,581
|
)
|
|
$5.65
|
|
|
|
|
|||
|
Outstanding at December 31, 2015
|
1,026,915
|
|
|
$4.67
|
|
2.74
|
|
$
|
—
|
|
|
|
Vested and exercisable at December 31, 2015
|
1,026,915
|
|
|
$4.67
|
|
2.74
|
|
$
|
—
|
|
|
|
|
Shares
|
|
Weighted- Average Grant Date Fair Value
|
|||
|
Nonvested at January 1, 2015
|
1,255,565
|
|
|
$
|
1.72
|
|
|
Granted
|
24,575
|
|
|
$
|
0.53
|
|
|
Vested
|
(1,002,652
|
)
|
|
$
|
1.66
|
|
|
Forfeited
|
(277,488
|
)
|
|
$
|
1.84
|
|
|
Nonvested at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Average
Remaining
Vesting
Period (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Nonvested at January 1, 2015
|
711,003
|
|
|
$
|
2.81
|
|
|
1.70
|
|
$
|
1,273
|
|
|
Granted
|
1,343,178
|
|
|
$
|
1.73
|
|
|
0
|
|
$
|
—
|
|
|
Vested
|
(1,966,930
|
)
|
|
$
|
2.73
|
|
|
|
|
|
||
|
Forfeited
|
(87,251
|
)
|
|
$
|
3.61
|
|
|
|
|
|
||
|
Nonvested at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
|
|
|
Year Ended December 31,
|
||
|
Customer
|
|
2015
|
||
|
Medicare
|
|
$
|
4,046
|
|
|
Medicare Advantage
|
|
$
|
1,700
|
|
|
Client Billings
|
|
$
|
1,944
|
|
|
Commercial Payors
|
|
$
|
1,252
|
|
|
|
Interpace Diagnostics
|
|
Discontinued Operations
|
|
Total
|
||||||
|
Balance as of January 1, 2014
|
$
|
1,125
|
|
|
$
|
837
|
|
|
$
|
1,962
|
|
|
Accretion
|
112
|
|
|
30
|
|
|
142
|
|
|||
|
Adjustments
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||
|
Payments
|
(677
|
)
|
|
(644
|
)
|
|
(1,321
|
)
|
|||
|
Balance as of December 31, 2014
|
560
|
|
|
207
|
|
|
767
|
|
|||
|
Accretion
|
112
|
|
|
27
|
|
|
139
|
|
|||
|
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Payments
|
(629
|
)
|
|
(143
|
)
|
|
(772
|
)
|
|||
|
Balance as of December 31, 2015
|
$
|
43
|
|
|
$
|
91
|
|
|
$
|
134
|
|
|
17.
|
Income Taxes
|
|
|
2015
|
|
2014
|
||||
|
Current:
|
|
|
|
||||
|
Federal
|
$
|
(11,244
|
)
|
|
$
|
—
|
|
|
State
|
(725
|
)
|
|
5
|
|
||
|
Total current
|
(11,969
|
)
|
|
5
|
|
||
|
Deferred:
|
|
|
|
|
|||
|
Federal
|
—
|
|
|
(4,686
|
)
|
||
|
State
|
(1,167
|
)
|
|
(349
|
)
|
||
|
Total deferred
|
(1,167
|
)
|
|
(5,035
|
)
|
||
|
Benefit from income taxes
|
$
|
(13,136
|
)
|
|
$
|
(5,030
|
)
|
|
|
2015
|
|
2014
|
||||
|
Deferred tax assets included in other current assets:
|
|
|
|
||||
|
Allowances and reserves
|
$
|
8,458
|
|
|
$
|
4,769
|
|
|
Compensation
|
2,176
|
|
|
3,637
|
|
||
|
Valuation allowance on deferred tax assets
|
(10,634
|
)
|
|
(7,046
|
)
|
||
|
Current deferred tax assets
|
$
|
—
|
|
|
$
|
1,360
|
|
|
Noncurrent deferred tax assets and liabilities:
|
|
|
|
||||
|
State net operating loss carryforwards
|
$
|
7,126
|
|
|
$
|
5,534
|
|
|
Federal net operating loss carryforwards
|
46,166
|
|
|
41,466
|
|
||
|
Credit carryforward
|
248
|
|
|
150
|
|
||
|
State taxes
|
1,124
|
|
|
1,124
|
|
||
|
Self insurance and other reserves
|
—
|
|
|
509
|
|
||
|
Property, plant and equipment
|
2,350
|
|
|
2,332
|
|
||
|
Intangible assets
|
(10,992
|
)
|
|
(5,746
|
)
|
||
|
Other reserves - restructuring
|
208
|
|
|
181
|
|
||
|
Deferred revenue
|
4
|
|
|
5
|
|
||
|
Valuation allowance on deferred tax assets
|
(46,234
|
)
|
|
(48,080
|
)
|
||
|
Noncurrent deferred tax liabilities, net
|
$
|
—
|
|
|
$
|
(2,525
|
)
|
|
|
2015
|
|
2014
|
||
|
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
State income tax rate, net of Federal tax benefit
|
2.1
|
%
|
|
2.7
|
%
|
|
Meals and entertainment
|
(0.1
|
)%
|
|
—
|
%
|
|
Contingent consideration
|
6.2
|
%
|
|
—
|
%
|
|
Goodwill impairment
|
(12.4
|
)%
|
|
—
|
%
|
|
Valuation allowance
|
(27.7
|
)%
|
|
(10.3
|
)%
|
|
Other non-deductible
|
(0.6
|
)%
|
|
(0.2
|
)%
|
|
Discontinued operations allocation
|
27.1
|
%
|
|
—
|
%
|
|
Net change in Federal and state reserves
|
—
|
%
|
|
—
|
%
|
|
Effective tax rate
|
29.6
|
%
|
|
27.2
|
%
|
|
|
Unrecognized
|
||
|
|
Tax Benefits
|
||
|
Balance of unrecognized benefits as of January 1, 2014
|
$
|
1,117
|
|
|
Additions for tax positions related to the current year
|
—
|
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
|
Balance as of December 31, 2014
|
$
|
1,117
|
|
|
Additions for tax positions related to the current year
|
—
|
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
|
Balance as of December 31, 2015
|
$
|
1,117
|
|
|
Jurisdiction
|
Tax Years
|
|
Federal
|
2012 - 2015
|
|
State and Local
|
2011 - 2015
|
|
18.
|
Historical Basic and Diluted Net Loss per Share
|
|
|
Years Ended December 31,
|
||||
|
|
2015
|
|
2014
|
||
|
Basic weighted average number of common shares
|
15,475
|
|
|
14,901
|
|
|
Potential dilutive effect of stock-based awards
|
—
|
|
|
—
|
|
|
Diluted weighted average number of common shares
|
15,475
|
|
|
14,901
|
|
|
|
Years Ended December 31,
|
||||
|
|
2015
|
|
2014
|
||
|
Options
|
—
|
|
|
25,000
|
|
|
Stock-settled stock appreciation rights (SARs)
|
1,026,915
|
|
|
1,479,756
|
|
|
Restricted stock and restricted stock units (RSUs)
|
—
|
|
|
711,003
|
|
|
Performance contingent SARs
|
—
|
|
|
188,165
|
|
|
|
1,026,915
|
|
|
2,403,924
|
|
|
20.
|
Investment in Privately Held Non-Controlled Entity and Other Arrangements
|
|
21.
|
|
|
|
2016
|
|
2017
|
|
2018
|
||||||
|
Subordinated note
|
$
|
1,334
|
|
|
$
|
5,335
|
|
|
$
|
4,001
|
|
|
|
For The Years Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Net cash provided by (used in) operating activities of discontinued operations
|
$
|
9,160
|
|
|
$
|
(1,254
|
)
|
|
|
|
|
|
||||
|
Net cash provided by (used in) investing activities of discontinued operations
|
$
|
26,721
|
|
|
$
|
(1,287
|
)
|
|
|
|
|
|
||||
|
|
|
Balance at
|
|
Additions (Reductions)
|
|
|
|
Balance at
|
||||||
|
|
|
Beginning
|
|
Charged to
|
|
Deductions
|
|
end
|
||||||
|
Description
|
|
of Period
|
|
Operations
|
|
and Other (1)
|
|
of Period
|
||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Allowance for doubtful accounts
|
|
$
|
—
|
|
|
802
|
|
|
—
|
|
|
$
|
802
|
|
|
Allowance for doubtful notes
|
|
$
|
1,626
|
|
|
20
|
|
|
—
|
|
|
$
|
1,646
|
|
|
Tax valuation allowance
|
|
$
|
55,126
|
|
|
—
|
|
|
1,742
|
|
|
$
|
56,868
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Allowance for doubtful accounts
|
|
$
|
9
|
|
|
—
|
|
|
(9
|
)
|
|
$
|
—
|
|
|
Allowance for doubtful notes
|
|
$
|
1,040
|
|
|
586
|
|
|
—
|
|
|
$
|
1,626
|
|
|
Tax valuation allowance
|
|
$
|
53,534
|
|
|
(4,991
|
)
|
|
6,583
|
|
|
$
|
55,126
|
|
|
(1)
|
Includes payments and actual write offs, as well as changes in estimates in the reserves.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|