Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.3.0.814
Discontinued Operations
 9 Months Ended
Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations [Text Block]
DISCONTINUED OPERATIONS
On December 31, 2014, the Company classified Group DCA as held-for-sale and wrote the assets of the business down to their fair values as the assets have become impaired. On February 27, 2015, the Company entered into an agreement (the Haymarket Agreement) to sell certain assets and liabilities of Group DCA to Haymarket Media, Inc. (Haymarket) in exchange for future services and potential future royalty payments.

The assets transferred under the Haymarket Agreement are customer facing contracts and agreements, and the related supporting records. The liabilities transferred are obligations to complete services under the aforementioned contracts and agreements. In exchange, the Company will receive: 

1. services performed by Haymarket, valued at approximately $0.8 million; and
2. a 15% royalty on contracts signed over the period from March 1, 2015 through February 28, 2018 relating to the clients, contracts and opportunities transferred to Haymarket under the agreement, valued at $0.1 million.

As of December 31, 2014, the Company incurred a non-cash charge of approximately $1.9 million. This non-cash charge included the write-down of goodwill and the accounts receivable of Group DCA, which is partially offset by the value of services performed by Haymarket and the fair value of future royalties, and the write-off of assets of $0.7 million. During the quarter ended March 31, 2015, the Company closed the transaction with Haymarket, reviewed its previous assumptions and recorded a non-cash adjustment of $0.2 million. The operations and related exit costs of Group DCA are shown as discontinued operations in all periods presented.

The Consolidated Statements of Comprehensive Loss reflect the presentation of Group DCA, Pharmakon, and TVG as discontinued operations in all periods presented.

The table below presents the significant components of Group DCA's, Pharmakon's and TVG’s results included in Loss from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the three- and nine-month periods ended September 30, 2015 and 2014.

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2015

2014
 
2015
 
2014
Revenue, net
$
—

 
$
981

 
$
260

 
$
2,581

Loss from discontinued operations, before income tax
(75
)
 
(1,049
)
 
(461
)
 
(3,678
)
Provision for income tax
1

 
1

 
4

 
4

Loss from discontinued operations, net of tax
$
(76
)
 
$
(1,050
)
 
$
(465
)
 
$
(3,682
)

The major classes of assets and liabilities included in the Condensed Consolidated Balance Sheets for Group DCA, TVG, and Pharmakon as of September 30, 2015 and December 31, 2014 are as follows:
 
September 30,
2015
 
December 31,
2014
Current assets
$
—

 
$
613

Non-current assets
455

 
1,445

Total assets
$
455

 
$
2,058

Current liabilities
$
789

 
$
2,820

Non-current liabilities
93

 
329

Total liabilities
$
882

 
$
3,149