Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

v2.4.0.6
Discontinued Operations
 12 Months Ended
Dec. 31, 2012
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations
 
On December 29, 2011 the Company entered into an agreement to sell certain assets of our Pharmakon business unit to Informed Medical Communications, Inc. (“Informed”) in exchange for potential future royalty payments and an ownership interest in Informed. The decision to take this action resulted from an extensive evaluation of the Pharmakon business in the context of the Company’s strategy, which is to focus on outsourced promotional services targeted to healthcare providers, as well as provide other promotional services, including clinical educator services, digital communications, teledetailing and full-service product commercialization solutions. The Company believes that this transaction will allow it to focus on the core businesses mentioned above while having the ability to offer stronger peer to peer services, and a broader commercial offering, including sales and leadership training, through integrated offers with Informed. In consideration for the Pharmakon assets, the Company received of royalty stream with a fair value of $0.4 million and a 1% ownership interest in Informed valued at $0.1 million. Net of the aforementioned consideration, the Company recorded a charge of approximately $7.5 million. The consolidated statement of operations and comprehensive loss reflects the presentation of Pharmakon as a discontinued operation in all periods presented.

In the fourth quarter of 2012, the Company wrote-off all of the assets related to the sale of Pharmakon to Informed as it believes that these assets have become impaired. The write-offs, totaling $0.7 million, are reflected in asset impairments in the 2012 consolidated statement of operations and comprehensive loss.

On July 19, 2010, the Board approved closing the TVG business unit. The Company notified employees and issued a press release announcing this decision on July 20, 2010. The decision to take this action resulted from an extensive evaluation of the TVG business in the context of the Company’s strategy, which is to focus on outsourced promotional services targeted to healthcare providers, as well as TVG’s consistently declining revenues over recent years and the shrinking market in which TVG operated. The Company completed the closure of the TVG operations during the quarter ended September 30, 2010, including the completion of all active customer contracts. The consolidated statement of operations and comprehensive loss reflects the presentation of TVG as a discontinued operation in all periods presented.

A summary of the exit and disposal costs recognized within Loss from Discontinued Operations in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2011 are as follows:

 
For the Year Ended December 31, 2011
Non-cash charges
 
Asset impairments (1)
$
6,913

Cash charges
 

Lease-related charges
392

Severance charges
1,120

Other charges
(12
)
Total charges
$
8,413


(1)
Asset impairments for the year ended December 31, 2011 represent the write-off of Pharmakon's goodwill and other intangible assets.

A rollforward of the liabilities recognized in the consolidated balance sheet as of December 31, 2012 and December 31, 2011 is as follows: 
Accrued liability as of January 1, 2011
$
16

Add: Costs incurred, excluding non-cash charges
1,120

Less: Cash payments
(16
)
Accrued liability as of December 31, 2011 (1)
$
1,120

Add: Costs incurred, excluding non-cash charges
—

Less: Cash payments
(1,115
)
Accrued liability as of December 31, 2012 (1)
$
5


(1)
Accrued liability at December 31, 2012 and 2011 consists of Pharmakon employee severance costs.

The table below presents the significant components of Pharmakon's and TVG’s results included in Loss from Discontinued Operations in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2012 and 2011.

 
For the Years Ended December 31,
 
2012
 
2011
Revenue, net
$
—

 
$
5,880

 
 
 
 
Loss from discontinued operations, before income tax
(51
)
 
(8,374
)
Income tax expense
8

 
(237
)
Loss from discontinued operations, net of tax
$
(59
)
 
$
(8,137
)


The major classes of assets and liabilities included in the consolidated balance sheets for Pharmakon and TVG as of December 31, 2012 and December 31, 2011 are as follows:

 
December 31,
 
2012
 
2011
Current assets
$
14

 
$
1,013

Non-current assets
150

 
625

Total assets
$
164

 
$
1,638

Current liabilities
$
368

 
$
1,865

Non-current liabilities
1,006

 
1,526

Total liabilities
$
1,374

 
$
3,391