Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Interpace Diagnostics Group, Inc. | ||
Entity Central Index Key | 1,054,102 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 17,851,762 | ||
Entity Common Stock, Shares Outstanding | 27,869,275 | ||
Trading Symbol | IDXG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 15,199 | $ 602 |
Accounts receivable, net | 3,437 | 2,209 |
Other current assets | 1,172 | 1,415 |
Current assets from discontinued operations | 14 | |
Total current assets | 19,808 | 4,240 |
Property and equipment, net | 654 | 929 |
Other intangible assets, net | 33,105 | 36,358 |
Other long-term assets | 31 | 251 |
Total assets | 53,598 | 41,778 |
Current liabilities: | ||
Accounts payable | 391 | 2,326 |
Accrued salary and bonus | 1,394 | 3,551 |
Other accrued expenses | 5,004 | 6,236 |
Current liabilities from discontinued operations | 1,302 | 4,128 |
Total current liabilities | 8,091 | 16,241 |
Contingent consideration | 1,349 | 7,254 |
Long-term debt, net of debt discount | 7,908 | |
Other long-term liabilities | 4,289 | 3,844 |
Total liabilities | 13,729 | 35,247 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 27,900,806 and 2,230,506 shares issued, respectively; 27,836,456 and 2,176,252 shares outstanding, respectively | 278 | 22 |
Additional paid-in capital | 173,062 | 127,736 |
Accumulated deficit | (131,800) | (119,584) |
Treasury stock, at cost (64,350 and 54,254 shares, respectively) | (1,671) | (1,643) |
Total stockholders' equity | 39,869 | 6,531 |
Total liabilities and stockholders' equity | $ 53,598 | $ 41,778 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,900,806 | 2,230,506 |
Common stock, shares outstanding | 27,836,456 | 2,176,252 |
Treasury stock, shares | 64,350 | 54,254 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue, net | $ 15,897 | $ 13,085 |
Cost of revenue (excluding amortization of $3,253 and $3,770 respectively) | 7,358 | 6,641 |
Gross profit | 8,539 | 6,444 |
Operating expenses: | ||
Sales and marketing | 6,567 | 5,462 |
Research and development | 1,461 | 1,647 |
General and administrative | 9,153 | 10,504 |
Acquisition related amortization expense | 3,253 | 3,770 |
Asset impairment | 3,363 | |
Change in fair value of contingent consideration | (5,795) | (11,860) |
Total operating expenses | 14,832 | 12,886 |
Operating loss | (6,293) | (6,442) |
Interest expense | (433) | (2,144) |
Loss on extinguishment of debt | (4,278) | |
Other (expense) income, net | (2,128) | 14 |
Loss from continuing operations before tax | (13,132) | (8,572) |
Benefit from income taxes from continuing operations | (395) | (162) |
Loss from continuing operations | (12,737) | (8,410) |
Discontinued Operations | ||
Income (loss) from discontinued operations | 1,124 | (886) |
Gain on sale of assets | 1,326 | |
Income from discontinued operations | 1,124 | 440 |
Provision for income tax on discontinued operations | 603 | 362 |
Income from discontinued operations, net of tax | 521 | 78 |
Net loss | $ (12,216) | $ (8,332) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations | $ (0.81) | $ (4.63) |
From discontinued operations | 0.03 | 0.04 |
Net loss per basic and diluted share of common stock | $ (0.78) | $ (4.59) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 15,766,000 | 1,816,000 |
Diluted | 15,766,000 | 1,816,000 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Cost of revenue, amortization | $ 3,253 | $ 3,770 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Total |
Balance at Dec. 31, 2015 | $ 19 | $ (8,432) | $ 132,690 | $ (111,252) | $ 13 | |
Balance, shares at Dec. 31, 2015 | 1,870,000 | 104,000 | ||||
Common stock issued | ||||||
Common stock issued, shares | ||||||
Common stock issued through offerings, net of expenses | $ 2 | 857 | ||||
Common stock issued through offerings, net of expenses, shares | 200,000 | |||||
Shares issued in debt exchange | ||||||
Shares issued in debt exchange, shares | ||||||
Exercise of warrants for cash, net of expenses | $ 1 | 15 | ||||
Exercise of warrants for cash, net of expenses, shares | 160,000 | |||||
Issuance of debt exchange warrants, vendor warrants, and other | ||||||
Treasury stock purchased | ||||||
Treasury stock purchased, shares | ||||||
Issuance of warrants, net of expenses | 832 | |||||
Stock-based compensation expense | 131 | |||||
Treasury stock reissued | $ 6,789 | (6,789) | ||||
Treasury stock reissued, shares | (50,000) | |||||
Unrealized holding loss on available-for-sale securities, net of tax | ||||||
Realized loss, net of tax | (13) | |||||
Net loss | (8,332) | (8,332) | ||||
Balance at Dec. 31, 2016 | $ 22 | $ (1,643) | 127,736 | (119,584) | 6,531 | |
Balance, shares at Dec. 31, 2016 | 2,230,000 | 54,000 | ||||
Common stock issued | ||||||
Common stock issued, shares | 34,000 | |||||
Common stock issued through offerings, net of expenses | $ 135 | 15,734 | ||||
Common stock issued through offerings, net of expenses, shares | 13,568,000 | |||||
Shares issued in debt exchange | $ 38 | 11,605 | ||||
Shares issued in debt exchange, shares | 3,795,000 | |||||
Exercise of warrants for cash, net of expenses | $ 83 | 6,778 | ||||
Exercise of warrants for cash, net of expenses, shares | 8,273,000 | |||||
Reclass of warrant liability upon exercise of pre-funded warrants | 2,337 | |||||
Issuance of debt exchange warrants, vendor warrants, and other | 600 | |||||
Treasury stock purchased | $ (28) | |||||
Treasury stock purchased, shares | 10,000 | |||||
Issuance of warrants, net of expenses | 7,212 | 7,212 | ||||
Stock-based compensation expense | 1,060 | |||||
Treasury stock reissued | ||||||
Treasury stock reissued, shares | ||||||
Unrealized holding loss on available-for-sale securities, net of tax | ||||||
Realized loss, net of tax | ||||||
Net loss | (12,216) | (12,216) | ||||
Balance at Dec. 31, 2017 | $ 278 | $ (1,671) | $ 173,062 | $ (131,800) | $ 39,869 | |
Balance, shares at Dec. 31, 2017 | 27,900,000 | 64,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (12,216) | $ (8,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,690 | 4,483 |
Realignment accrual accretion | 34 | |
Interest accretion | 312 | 2,144 |
Provision for bad debt | 35 | 899 |
Other current assets | 102 | |
Amortization of debt issuance costs | 117 | |
Mark to market on warrants | 141 | |
Mark to market on derivaties | 61 | |
Stock-based compensation | 1,060 | 131 |
Reversal of severance accrual | (2,034) | |
Non-employee share based payment | 216 | |
Warrants issued in RedPath settlement | 193 | |
Asset impairment | 3,363 | |
Warrant issuance | 2,016 | |
Loss on extinguishment of debt | 4,278 | |
Change in fair value of contingent consideration | (5,795) | (11,860) |
Deferred taxes | ||
Other gains and expenses, net | 5 | (4) |
Other changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | (1,228) | 4,766 |
Decrease in unbilled receivable | 16 | |
Decrease in other current assets | 222 | 1,478 |
Decrease in other long-term assets | 220 | 3,004 |
(Decrease) increase in accounts payable | (2,633) | 143 |
(Decrease) in unearned contract revenue | (11) | |
Decrease in accrued salaries and bonus | (1,395) | (637) |
Decrease in accrued liabilities | (2,751) | (4,992) |
Increase (decrease) in long-term liabilities | 223 | (2,334) |
Net cash used in operating activities | (15,263) | (7,607) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (29) | |
Net cash provided by investing activity | (29) | |
Cash Flows From Financing Activities | ||
Repayment of long-term debt | (1,333) | |
Payments of contingent consideration | (25) | (475) |
Issuance of common stock, net of expenses | 23,081 | 1,707 |
Exercise of warrants, net of expenses | 6,861 | |
Treasury stock purchased | (28) | |
Net cash provided by (used in) financing activities | 29,889 | (101) |
Net increase (decrease) in cash and cash equivalents | 14,597 | (7,708) |
Cash and cash equivalents - beginning | 602 | 8,310 |
Cash and cash equivalents - ending | 15,199 | 602 |
Cash paid for taxes | 417 | 71 |
Cash paid for interest |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | 1. Nature of Business and Significant Accounting Policies Nature of Business Interpace Diagnostics Group, Inc. (the “Company”) is a fully integrated commercial and bioinformatics company that provides clinically useful molecular diagnostic tests and pathology services. We develop and commercialize molecular diagnostic tests and related first line assays principally focused on early detection of patients at high risk of cancer and leverage the latest technology and personalized medicine for improved patient diagnosis and management. We currently have four commercialized molecular diagnostic assays in the marketplace for which we are reimbursed by Medicare and multiple private payers: PancraGEN ® ® ® ® ® ® ® ® 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) and its Commercial Services (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. Effective December 31, 2015, the Company has one reporting segment: the Company’s molecular diagnostics business, after the divestiture of its CSO business on December 22, 2015, see Note 4, Discontinued Operations for further information. The Company’s current reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. 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 valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. 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 months or less at the date of purchase. Accounts Receivable The Company’s accounts receivable are generated using its proprietary tests. The Company’s services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or hospital. The Company recognizes accounts receivable related to billings for Medicare, Medicare Advantage, and hospitals (direct-bill clients) on an accrual basis, net of contractual adjustment, when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. The Company records accounts receivable net of contractual allowances and net of estimated uncollectable amounts. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. The Company provides services for patients with health insurance coverage through commercial insurance carriers or governmental programs that do not have a contract in place for its proprietary tests, which may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services. In the absence of an agreement with the patient, or other clearly enforceable legal right to demand payment from commercial insurance carriers or governmental agencies, no accounts receivable is recognized. Other current assets Other current assets consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables - 325 Prepaid expenses 266 4 Other 31 211 Total other current assets $ 1,172 $ 1,415 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 to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. 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 to seven years. Software costs that do not meet capitalization criteria are expensed immediately. 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 years. Software costs that do not meet capitalization criteria are expensed immediately. See Note 6, Property and Equipment for further information. 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 years to nine years in acquisition related amortization expense in the Consolidated Statements of Operations. 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 not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During the year ended December 31, 2016, the Company recorded an asset impairment charge of approximately $3.4 million, resulting from a decline in market value of certain assets associated with the acquisition of assets from Asuragen. See Note 7, Other Intangible Assets for further information. 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, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. Revenue and Cost of Revenue 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-party payer or hospital. The Company recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that insurance declines to reimburse us. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue is only recognized upon the earlier of payment notification or cash receipt. Accordingly, the Company recognizes revenue from commercial insurance carriers and governmental programs without a contract when payment is received. 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 criteria have been met when there is contracted reimbursement coverage or a predictable pattern of collectability with individual third-party payers or hospitals and accordingly, recognizes revenue upon delivery of the test results. Under current accounting guidelines, in the absence of contracted reimbursement coverage or a predictable pattern of collectability, as in the case of commercial or other government payers, the Company recognizes revenue when payment is received. 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 stock appreciation rights (“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 13, Stock-Based Compensation for further information. 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 include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. 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 percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. 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-class method. As a result of the losses incurred in both 2017 and 2016, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. Reverse stock split On December 28, 2016, the Company effected a one-for-ten reverse split of its issued and outstanding shares of common stock in order to achieve the requisite increase in the market price of our common stock to be in compliance with the NASDAQ minimum bid price requirement. All share amounts in prior periods have been adjusted to reflect the reverse split. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 2. Recent Accounting Standards Recently adopted standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement is effective for interim and annual periods beginning after December 31, 2016 with early adoption permitted. The adoption of the guidance in ASU No. 2016-09 in the first quarter of 2017 did not have a material impact on the Company’s consolidated financial statements. New standards not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which when effective will require organizations that lease assets to recognize assets and liabilities for the rights and obligations created by the leases on the balance sheet. A lessee will be required to recognize assets and liabilities for leases with terms that exceed twelve months. The standard will also require disclosures to help investors and financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial position and results of operations. The expectation is that the adoption will include an increase in assets and liabilities. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The key focus of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this key focus, there is a five-step approach outlined in the standard. Entities are permitted to apply the new standard under the full retrospective method, subject to certain practical expedients, or the modified retrospective method that requires the application of the guidance only to contracts that are uncompleted on the date of initial application. The Company will adopt the new revenue standard and subsequently issued amendments as of January 1, 2018 using the modified retrospective method. The Company has formed an implementation team, which includes internal accounting resources and a third-party consulting firm, to oversee the adoption of the new standard. The implementation team has performed a detailed review of the Company’s contracts and revenue streams to identify potential differences in accounting as a result of the new standard and its appropriate application. The Company’s revenue is generated from the performance of its proprietary tests. The Company’s performance obligation is fulfilled upon completion, review and release of test results and subsequent billing to the third-party payer or hospital. The Company currently recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. The net amount derived is referred to as the “net realizable value” for the particular test and payer group from which reimbursement is received. The derived “net realizable value” is then applied to future periods until recalculated. Currently, for certain third-party payers that do not have established contractual reimbursement rates or a predictable pattern of collectability, including commercial insurance carriers, Medicaid and certain hospitals, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon request of third-party payer notification of payment or when cash is received, and recognizes revenue at that time. Under the new standard, the Company will be required to estimate the variable consideration within the transaction price for all third-party payers and proprietary tests and recognize revenue as the Company satisfies its performance obligations. For those third-party payers and proprietary tests where the Company currently recognizes revenue upon request of third-party payer notification of payment or when cash is received, the Company will recognize revenues upon completion, review and release of test results based on the estimated transaction price, subject to a constraint. As a result, the Company expects to recognize a significant portion of its revenues earlier under the new standard than it recognizes under current guidance, using the net realizable value for each test within each payer group. The Company completed its preliminary analysis of the ASC 606 impact and plans to incorporate further analysis of first quarter 2018 collections from its commercial payer base in order to finalize its ASC 606 adjustments. This analysis will be completed prior to filing its first quarter 2018 Form 10-Q. Management currently estimates the impact of recording the cumulative catch-up adjustment under the modified retrospective method to be in the range of $1.0 million to $1.5 million, which will be recorded as an increase to opening retained earnings on January 1, 2018. Prior periods will not be retrospectively adjusted. The Company also continues to finalize its analysis of additional or modified internal controls over financial reporting and the required disclosures that will be required to be included in our Form 10-Q for the first quarter of 2018. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 3. Liquidity As of December 31, 2017, the Company had cash and cash equivalents of $15.2 million, net accounts receivable of $3.4 million, total current assets of $19.8 million and total current liabilities of $8.1 million. For the year ended December 31, 2017, the Company had a net loss of $12.2 million and cash used in operating activities was $15.3 million, including non-recurring charges. During the year ended December 31, 2017, the Company closed on various equity offerings and a warrant issuance raising gross proceeds of $34.0 million (or $29.9 million, net of expenses). The details are as follows: ● On January 6, 2017, the Company completed a registered direct public offering (the “First Registered Direct Offering”), to sell 630,000 shares of its common stock at a price of $6.81 per share to certain institutional investors, which resulted in gross proceeds to the Company of approximately $4.3 million. ● On January 25, 2017, the Company completed a registered direct public offering (the “Second Registered Direct Offering”), to sell 855,000 shares of its common stock and a concurrent private placement of warrants to purchase 855,000 shares of its common stock (the “Concurrent Warrants”), to the same investors participating in the Second Registered Direct Offering, (or the “Private Placement”). The Second Registered Direct Offering and the Private Placement together resulted in gross proceeds to the Company of approximately $4.0 million. ● On February 8, 2017, the Company completed an underwritten, confidentially marketed public offering (“CMPO”), to sell 1,200,000 shares of its common stock at a price of $3.00 per share. The CMPO resulted in gross proceeds to the Company of approximately $3.9 million, including the exercise of the over-allotment option. ● On June 21, 2017, pursuant to its S-1 filing of its preliminary prospectus to register shares on May 22, 2017, as amended thereafter, the Company completed a public offering (the “Offering”) for 9,900,000 shares of common stock together with an equal number of common warrants (the “Base Warrants”), to purchase shares of its common stock (and the shares of common stock that are issuable from time to time upon exercise of the common warrants) for $1.10 per share. The issuance of the 9,900,000 shares of common stock at $1.10 per share, along with 2,600,000 prefunded warrants at $1.09 per share resulted in combined gross proceeds of the Offering totaling $13.7 million, with approximately $12.3 million of net funds available to the Company after deducting underwriting discounts and other stock issuance expenses. On July 31, 2017 the Company and the underwriters closed on the exercise of the underwriters’ over-allotment option to purchase an additional 875,000 shares of common stock at a price of $1.09 per share for gross proceeds of $0.960 million. During September 2017 the Company received approximately $0.9 million from the exercise of 747,800 Base Warrants issued as part of the Offering. Also in 2017 the Company received approximately $6.2 million from the exercise of Base Warrants issued as part of the above Offering, as follows: ● During October 2017 the Company received approximately $1.2 million from the exercise of approximately 925,000 Base Warrants. ● On October 12, 2017 the Company entered into an agreement with certain holders of Base Warrants to exercise 4 million Base Warrants at the exercise price of $1.25 in exchange for the issuance of 3.2 million additional private placement warrants with an exercise price of $1.80, resulting in gross proceeds to the Company of $5.0 million. The new warrants may not be exercised for six months from the issue date and expire in five and one-half years from their issuance date. As a result of this transaction, the Company recorded a $2.0 million charge within Other (expense) income, net within the consolidated statement of operations as such transaction was deemed to be an inducement to the existing warrant holders. As part of our acquisition of RedPath Integrated Pathology, Inc., we issued a non-negotiable subordinated secured, non-interest bearing, promissory note, dated as of October 31, 2014, with an aggregate principal amount of $10.7 million outstanding (the “RedPath Note”). In December 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The RedPath Note was subsequently acquired by a single institutional investor (the “Investor”) for $8.87 million on March 22, 2017. Also, on that date we and the Investor exchanged the RedPath Note for a senior secured convertible note in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the Investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note. Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt have been fully settled. The Company entered into a Credit Agreement with SCM Specialty Finance Opportunities Fund, L.P. (the “Credit Agreement”) on September 28, 2016 for $1.2 million. 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. On February 14, 2018 the Credit Agreement was terminated and no funds were ever drawn down under the Credit Agreement. While the Company has significantly increased its cash balance and has eliminated all of its Long-term debt, the Company does not expect to generate positive cash flows from operations for the year ending December 31, 2018. The Company believes however, that it has sufficient cash balances to meet near term obligations and further intends to meet its capital needs by revenue growth, containing costs, entering into strategic alliances as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations | |
Discontinued Operations | 4. Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. In December 2015, the Company completed the sale (the “Asset Sale”) of substantially all of the assets, goodwill and ongoing business comprising its CSO business to Publicis Healthcare Solutions, Inc., formerly known as Publicis Touchpoint Solutions, Inc. (the “Buyer”), pursuant to the Asset Purchase Agreement, dated as of October 30, 2015, by and between the Buyer and the Company (the “Asset Purchase Agreement”), for an aggregate cash purchase price at the closing of approximately $28.5 million (the “Closing Purchase Price”), subject to a post-closing working capital adjustment, and the assumption by the Buyer of certain specified liabilities. The Closing Purchase Price included a $25.5 million cash payment (the “Base Cash Payment”), and an estimated closing date working capital adjustment cash payment of $3.0 million. Under the Asset Purchase Agreement, the Company was also entitled to receive an earn-out payment in 2017 equal to one-third of the 2016 revenues generated by the Commercial Services Business under certain specified contracts and client relationships, less the amount of the Base Cash Payment. The Company does not anticipate receiving this earn-out payment at this time. The Company recorded a $1.3 million gain on the sale for the year ended December 31, 2016. The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2017 and December 31, 2016: For the Years Ended December 31, 2017 2016 CSO TVG Total CSO TVG Total Accounts payable $ 192 $ - $ 192 $ 890 $ - $ 890 Accrued salary and bonus - - - 1,272 - 1,272 Other 1,110 - 1,110 1,966 - 1,966 Current liabilities from discontinued operations 1,302 - 1,302 4,128 - 4,128 Total liabilities $ 1,302 $ - $ 1,302 $ 4,128 $ - $ 4,128 Company management is currently winding down certain legal entities which are no longer active within its corporate structure, none of which falls under the criteria of discontinued operations. However, this activity may result in the restructuring of past liabilities, which may result in further reductions based upon new estimates and third-party evaluations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the consolidated financial statements include contingent consideration and warrant liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2017 Fair Value Measurements Carrying Fair As of December 31, 2017 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,581 $ 1,581 $ - $ - $ 1,581 Other long-term liabilities: Warrant liability 473 473 - - 473 $ 2,054 $ 2,054 $ - $ - $ 2,054 As of December 31, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 In connection with the acquisition of certain assets from Asuragen and the acquisition of RedPath, the Company recorded contingent consideration related to contingent payments and other revenue-based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. On March 22, 2017, the Company entered into a Termination Agreement with the RedPath Equityholder Representative. Under the terms of the Termination Agreement, the RedPath Equityholder Representative agreed to terminate all royalty and milestone rights under the contingent consideration agreement. As a result, the Company reversed approximately $6.0 million in Redpath contingent consideration liabilities in the first quarter of 2017, of which $5.8 million was a reversal within operating expenses in the Condensed Consolidated Statement of Operations with the balance consisting of the issuance of warrants. There was an $11.9 million net reduction in the fair value of the contingent consideration during the period ended December 31, 2016. On March 23, 2017, in connection with the Company entering into the Exchange Agreement, related to the RedPath Note (See Note 3, Liquidity and Note 18, Long-Term Debt) with the Investor, an embedded conversion option derivative liability was recorded due to a certain embedded conversion feature. The embedded conversion option is considered a liability and valued using the Black-Scholes Option-Pricing Model, the inputs for which include exercise price of the conversion feature, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the Exchange Agreement. Any changes to the estimated fair value of this liability were recorded in Interest Expense. Between March 23, 2017 and April 18, 2017, the Investor had fully converted all outstanding debt, and as a result there are no liabilities remaining subsequent to April 18, 2017. On June 21, 2017, the Company closed on an Offering (See Note 3, Liquidity), issuing both Pre-Funded Warrants and Underwriters Warrants to purchase 2,600,000 shares and 575,000 shares of the Company’s common stock, respectively. Both the Pre-Funded and Underwriters Warrants include a cash settlement feature in the event of certain circumstances. Accordingly, both the Pre-Funded and Underwriters Warrants are classified as liabilities and were fair valued using the Black Scholes Option-Pricing Model, the inputs for which include exercise price of the respective warrants, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the Exchange Agreement. Changes to the fair value of the warrant liabilities were recorded in Other (expense) income, net. The Pre-Funded Warrants were fully exercised in 2017 and therefore the Company has no remaining liability associated with those warrants. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2016 Initial Liability Payments (1) Accretion Conversions Exercises Mark to Market December 31, 2017 Contingent consideration: Asuragen $ 1,545 $ (260 ) $ 122 $ - $ 174 $ 1,581 Redpath 5,969 - - (5,969 ) - - Embedded conversion option - 208 - - (269 ) 61 - Pre-Funded Warrants - 2,247 - - (2,337 ) 90 - Underwriters Warrants - 422 - - - 51 473 $ 7,514 $ 2,877 $ (260 ) $ 122 $ (8,575 ) $ 376 $ 2,054 (1) Royalty payments of $235,000 are reflected within Cash Flows from Operations. The remaining $25,000 represents a milestone payment related to financing the Asuragen acquisition and is reflected in Cash Flows from Financing Activities. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following as of December 31, 2017 and 2016: December 31, 2017 2016 Furniture and fixtures $ 62 $ 667 Office equipment 1,348 1,503 Computer equipment 115 3,473 Internal-use software 113 113 Leasehold improvements 175 878 Property and equipment 1,813 6,634 Less accumulated depreciation (1,159 ) (5,705 ) Net property and equipment $ 654 $ 929 Depreciation expense from continuing operations was approximately $0.4 million and $0.5 million for the years ended December 31, 2017 and 2016, respectively. There was no internal-use software amortization expense included in depreciation and amortization expense for either period. As of December 31, 2017, capitalized external-use software was fully amortized. The decrease in gross property and equipment and accumulated depreciation in 2017 was the result of the expiration of the lease on the Company’s former office space in Parsippany, NJ and the removal of the assets associated with those buildings as well as the removal of old IT equipment. The Company disposed of various property and equipment with a total cost of $5.0 million and a net book value of five thousand dollars at disposition. Accordingly, it recognized a loss of five thousand on the disposition. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 7. Other Intangible Assets The net carrying value of the identifiable intangible assets as of December 31, 2017 and December 31, 2016 is as follows: As of December 31, 2017 As of December 31, 2016 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - - Biobank - - - RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Total Cost $ 43,620 $ 43,620 Accumulated Amortization $ (10,515 ) $ (7,262 ) Net Carrying Value $ 33,105 $ 36,358 Amortization expense was approximately $3.3 million and $3.8 million for the years ended December 31, 2017 and 2016, respectively. Estimated amortization expense for the next five years is as follows: 2018 2019 2020 2021 2022 $ 3,252 $ 5,292 $ 5,292 $ 4,908 $ 2,987 In 2016, the Company recorded an asset impairment charge of approximately $3.4 million resulting from a decline in the market value of certain assets associated with the acquisition of assets from Asuragen. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 8. Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Diagnostics Group, Inc. 401(k) Plan, employees may contribute up to 50% of their pre- or post-tax base compensation. The Company currently offers a safe harbor matching contribution equal to 100% of the first 3% of the participant’s contributed base salary plus 50% of the participant’s base salary contributed exceeding 3% but not more than 5%. Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock. The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2017 and December 31, 2016 was approximately $0.2 million and $0.1 million, respectively. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 9. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Accrued royalties $ 296 $ 711 Indemnification liability 875 875 Contingent consideration 232 260 DOJ settlement 500 80 Accrued professional fees 700 1,746 Taxes payable 515 526 Unclaimed property 565 565 All others 1,321 1,473 Total other accrued expenses $ 5,004 $ 6,236 Other long-term liabilities consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Warrant liability $ 473 $ - Uncertain tax positions 3,734 3,594 DOJ settlement - 250 Other 82 - Total other long-term liabilities $ 4,289 $ 3,844 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies The Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through September 2022. Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses as well as pre-defined rent escalations. Total expense from continuing operations under these agreements for the years ended December 31, 2017 and 2016 was approximately $0.7 million and $0.9 million, respectively. As of December 31, 2017, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Total Less than 1 Year 1 to 3 Years 3 to 5 Years After 5 Years Operating lease obligations $ 774 $ 160 $ 316 $ 298 $ - Contractual obligation - - - - - Total $ 774 $ 160 $ 316 $ 298 $ - 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 business, the Company seeks to reduce its potential liability under its service agreements through measures such as contractual indemnification provisions with customers (the scope of which may vary from customer to customer, and the performance of which is not secured) and insurance. The Company could, however, also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. As of December 31, 2017, the Company’s accrual for litigation and threatened litigation was not material to the consolidated financial statements. RedPath – DOJ Settlement In connection with the October 31, 2014 acquisition of RedPath, the Company assumed a liability for the Settlement Agreement entered into by the former owners of RedPath with the DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the DOJ for the calendar years ended December 31, 2014 through 2017, up to a maximum of $3.0 million. Payments are due on March 31st following the calendar year in which the revenue milestones are achieved. The Company made payments totaling $0.5 million in the year ended December 31, 2017 related to fiscal 2016 and has accrued $0.5 million for its estimate of the potential liability for the final year of the Settlement Agreement, 2017. Prolias Technologies, Inc. v. PDI, Inc. On April 8, 2015, Prolias Technologies, Inc. (“Prolias”) filed a complaint (the “Complaint”) against the Company with the Superior Court of New Jersey (Morris County) (the “Court”) in a matter entitled Prolias Technologies, Inc. v. PDI, Inc. (Docket No. MRS-L-899-15). In the Complaint, Prolias alleged that it and the Company entered into an August 19, 2013 Collaboration Agreement and a First Amendment thereto (collectively, the “Agreement”) whereby Prolias and the Company agreed to work in good faith to commercialize a diagnostic test known as “Thymira.” On March 9, 2017, the Court entered a final judgment in the Company’s favor against Prolias for the sum of $636,053 plus ten percent interest continuing to accrue on the principal balance of $500,000 (per diem $136.99) unless and until paid. Final judgment was also entered in the Company’s favor, and against Prolias, declaring Prolias is deemed to have executed and delivered to the Company a promissory note in the amount of $1,000,000 and Prolias is obligated to repay the Company the principal amount and all interest in accordance with the terms of the promissory note and Article 10.2(a) of the Collaboration Agreement by and between Prolias and the Company. On April 3, 2017, the final judgment against Prolias was recorded as a statewide lien. No assurance, however, can be given that the Company will ever be able to recover on the judgment against Prolias. Severance During the first quarter ended March 31, 2016 the Company recorded severance obligations as it continued to right-size the organization and wind down its CSO business amounting to $1.1 million, $0.5 million of which was recorded in continuing operations. The severance liability as of December 31, 2016 was approximately $3.1 million, of which $2.2 million was classified in continuing operations and $0.9 million was in discontinued operations. In January 2017, five former executives agreed to a settlement of their severance obligations agreeing to 35% of the total amount due them. These remaining obligations were paid out in February 2017 in payments totaling approximately $1.0 million. As a result of the settlement, the Company recorded a reversal of expense of approximately $2.0 million in the first quarter of 2017. Within continuing operations, $1.5 million of expense was reversed and was recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations and $0.5 million was recorded in discontinued operations. The Company has no severance obligations as of December 31, 2017. |
Preferred Stock and Equity Offe
Preferred Stock and Equity Offerings | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock and Equity Offerings | 11. Preferred Stock and Equity Offerings Preferred Stock The board of directors (the “Board”) of the Company is authorized to issue, from time-to-time, up to 5,000,000 shares of preferred stock in one or more series. The Board is authorized to fix the rights and designation of each series, including dividend rights and rates, conversion rights, voting rights, redemption terms and prices, liquidation preferences and the number of shares of each series. As of December 31, 2017 and 2016, there were no issued and outstanding shares of preferred stock. Public Equity Offerings During the year ended December 31, 2017, the Company closed on various equity offerings and a warrant issuance raising net proceeds of $29.9 million. The details are as follows: ● On January 6, 2017, the Company completed the First Registered Direct Offering to sell 630,000 shares of its common stock at a price of $6.81 per share to certain institutional investors, which resulted in gross proceeds to the Company of approximately $4.3 million. ● On January 25, 2017, the Company completed the Second Registered Direct Offering to sell 855,000 shares of its common stock and a concurrent private placement of warrants to purchase 855,000 shares of its common stock, or the Warrants, to the same investors participating in the Second Registered Direct Offering. The Warrants and the shares of the Company’s common stock issuable upon the exercise of the Warrants were not registered under the Securities Act and were sold pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The shares of common stock sold in the Second Registered Direct Offering and the Warrants issued in the concurrent Private Placement were issued separately but sold together at a combined purchase price of $4.69 per share of common stock and accompanying Warrant. The Second Registered Direct Offering and the Private Placement together resulted in gross proceeds to the Company of approximately $4 million. The Company also used approximately $1.0 million to satisfy the severance obligations due to five former senior executives. See Note 10, Commitments and Contingencies. The fair value of these warrants issued was determined using the Black-Scholes Option Pricing Model and amounted to $1.67 million and are recorded within stockholders’ equity. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 4.33 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 124.02 % Expected life in years 5.0 Expected dividend yield 0.00 % ● On February 8, 2017, the Company completed a Confidentially Marketed Public Offering (CMPO) to sell 1,200,000 shares of our common stock at a price of $3.00 per share. In addition, we granted the underwriters an option to purchase up to an additional 9% of the total number of shares of common stock sold by us in the CMPO, solely for the purpose of covering over-allotments, if any. The underwriters exercised the over-allotment option in full. The CMPO resulted in gross proceeds to us of approximately $3.9 million. On March 22, 2017, the Company entered into a Termination Agreement with the RedPath Equityholder Representative. Under the terms of the Termination Agreement, RedPath Equityholder Representative agreed to terminate all royalty and milestone rights under the contingent consideration agreement. In exchange for terminating the royalty and milestone rights of RedPath, the Company agreed to issue to the RedPath Equityholder Representative 5 year warrants to acquire an aggregate of 100,000 shares of the Company’s common stock at a fixed price of $4.69 per share. The fair value of the warrants issued was determined using the Black-Scholes Option Pricing Model and amounted to $0.19 million and is recorded within stockholders’ equity. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 2.37 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 125.58 % Expected life in years 5.5 Expected dividend yield 0.00 % As part of our acquisition of RedPath Integrated Pathology, Inc. in 2014, we issued the RedPath Note. In December 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The RedPath Note was subsequently acquired by an Investor for $8.87 million plus the fair value of the warrants noted above amounting to $0.5 million on March 22, 2017. Also, on that date, we and the Investor exchanged the RedPath Note for a senior secured convertible note in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the Investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note. Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. In connection with the conversion of the Exchanged Convertible Note, the Company recorded a loss of $4.3 million. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt were released and/or terminated upon the completion of applicable filings. On June 16, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim as the representative of several underwriters (the “Underwriters”) named therein with respect to the issuance and sale of an aggregate of (i) 9,900,000 shares (“Firm Shares”) of the Company’s common stock, (ii) Base Warrants to purchase 12,500,000 shares of common stock at an exercise price equal to $1.25 per share, and (iii) Pre-Funded Warrants to purchase 2,600,000 shares of common stock at an exercise price equal to $0.01 per share in the Offering pursuant to the Underwriting Agreement. Each Firm Share and accompanying Base Warrant was sold for a combined effective price of $1.10, and each Pre-Funded Warrant and accompanying Base Warrant was sold for a combined effective price of $1.09. The Underwriters were entitled to receive an underwriting discount equal to 7.5% of the offer price of the aggregate number of Firm Shares and Pre-Funded Warrants sold in the Offering and Over-Allotment and reasonable out-of-pocket expenses of $0.1 million. The Company also granted the Underwriters a 45-day option to purchase up to an additional 1,875,000 Firm Shares and/or 1,875,000 Base Warrants to cover over-allotments, if any (the “Overallotment Warrants”). Additionally, the Company agreed to issue to the Underwriters warrants (the “Underwriter Warrant”) to purchase a number of Firm Shares of common stock equal to an aggregate of 4% of the total number of shares of common stock, Pre-Funded Warrants, and base warrants to cover overallotments sold in the Offering. The Company offered to each purchaser whose purchase of shares of common stock in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants, in lieu of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock. Subject to limited exceptions, a holder of Pre-Funded Warrants could not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant was exercisable for one share of our common stock. The Offering also related to the shares of common stock issuable upon exercise of any Pre-Funded Warrants sold in the Offering. Each Pre-Funded Warrant was sold together with a common warrant with the same terms as the common warrant described above. The common warrants were exercisable immediately and will expire five years after the date of issuance, or June 22, 2022. The shares of common stock and Pre-Funded Warrants could only be purchased with the accompanying common warrants, but were issued separately, and were immediately separable upon issuance. On June 21, 2017, the Company successfully closed its Offering, See Note 3, Liquidity. A public trading market for the Base Warrants was established on July 5, 2017 on the OTC market under the trading symbol IDGGW. As part of the offering the Underwriters purchased the full over-allotment of 1,875,000 Base Warrants available to them for the specified $.01 per warrant, which are not exercisable for six months after the Offering. The full 2,600,000 of Pre-Funded Warrants were also sold on at the price of $1.09 per warrant. The combined gross proceeds of the Offering totaled $13.7 million with approximately $12.3 million of net funds available to the Company after deducting underwriting discounts and other stock issuance expenses. In summary, the Company issued 9,900,000 shares of common stock as well as Base Warrants, Overallotment Warrants, Pre-Funded Warrants and Underwriters Warrants to purchase 12,500,000, 1,875,000, 2,600,000 and 575,000 shares of the Company’s common stock, respectively. The Pre-Funded and Underwriters Warrants were classified as liabilities because in certain circumstances they could require cash settlement. The Base and Overallotment Warrants are recorded within stockholders’ equity. The Base Warrants are traded on the OTC market; however trading volume has been insufficient to determine fair value. The fair value at the date of issuance of the Base and Overallotment Warrants was determined using the Black-Scholes Option Pricing Model and amounted to $5.3 million and $0.8 million, respectively. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Base Warrants and Overallotment Warrants upon issuance: Market Price $ 0.87 Exercise Price $ 1.25 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % As of July 7, 2017, all of the 2,600,000 Pre-Funded Warrants were exercised for $.01 per warrant exercise price and all 2,600,000 common shares related to the warrants have been issued for $26,000. The corresponding fair value of the warrants as of the date of exercise was $2.3 million and said amount was reclassified from liabilities to additional paid in capital upon exercise. On July 31, the Underwriters exercised their right to purchase 875,000 Firm Shares for $0.960 million net of $0.072 million in underwriter discounts, or $0.882 million. On July 5, 2017, the Company entered into an agreement for investor relations services. In consideration for these services, the Company paid a fee for services incurred and agreed to issue a warrant expiring in August 2020, exercisable into 150,000 shares of common stock with an exercise price of $1.25. The warrant issuance is considered a share-based payment award issued to a nonemployee in exchange for services and falls within the scope of ASC 505-50. The fair value of the warrant was determined to be $0.2 million and was fully expensed during the quarter ended September 30, 2017. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the share- based warrant upon issuance: Market Price $ 1.62 Exercise Price $ 1.25 Risk-free interest rate 1.66 % Expected volatility 172.29 % Expected life in years 3.1 Expected dividend yield On October 12, 2017 the Company entered into an agreement with certain holders of Base Warrants to exercise 4 million Base Warrants at the exercise price of $1.25 in exchange for the issuance of 3.2 million additional private placement warrants with an exercise price of $1.80, resulting in gross proceeds to the Company of $5.0 million. The new warrants may not be exercised for six months from the issue date and expire in five and one-half years from their issuance date. As a result of this transaction, the Company recorded a $2.0 million charge within Other (expense) income, net within the consolidated statement of operations as such transaction was deemed to be an inducement to the existing warrant holders. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the share- based warrant upon issuance: Market Price $ 1.57 Exercise Price $ 1.80 Risk-free interest rate 1.88 % Expected volatility 55.50 % Expected life in years 4.5 Expected dividend yield Additionally, approximately 1.7 million base warrants were exercised during 2017, which totaled approximately $2.1 million in gross proceeds. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Warrants | 12. Warrants There were no warrants outstanding as of December 31, 2016. Warrants outstanding and warrant activity for the year ended December 31, 2017 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2017 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 100,000 Pre-Funded Warrants, issued June 21, 2017 Liability $ 0.01 None 2,600,000 (2,600,000 ) - - Underwriters Warrants, issued June 21, 2017 Liability $ 1.32 December 2022 575,000 - (40,000 ) 535,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 Vendor Warrants, issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 21,855,000 (8,272,852 ) (40,000 ) 13,542,148 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 13. 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 Stock Award and Incentive Plan, (the “Amended 2004 Plan”). Unless earlier terminated by action of the Board, the Amended 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has no further rights or obligations under the Amended 2004 Plan with respect to outstanding awards thereunder. Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for members of the Board of Directors and a one to three-year period for employees. Upon exercise, new shares can be issued by the Company. The Company granted stock options in 2017 and 2016, which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units granted to employees generally have a three-year cliff vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and restricted stock units granted to board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. 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-coupon issues with remaining terms similar to the expected term on the options or SARs. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options and SARs on a straight-line basis over the vesting period of the grant. 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. The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2017 and December 31, 2016. December 31, 2017 December 31, 2016 Risk-free interest rate 1.85 % 0.66 % Expected life 4.9 years 4.7 years Expected volatility 142.42 % 145.71 % Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2017 was estimated to be $1.49. The weighted-average fair value of stock options granted during the year ended December 31, 2016 was estimated to be $1.40. There were no options or SARs exercised in 2017 or 2016. Historically, shares issued upon the exercise of options have been new shares and have not come from treasury shares. The impact of RSUs and stock options on net loss for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 RSUs $ 65 $ 109 Options 995 22 Total stock-based compensation expense $ 1,060 $ 131 A summary of stock option and SARs activity for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Price Weighted-Average Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 190,551 $ 25.80 5.42 $ 632 Granted 1,422,658 1.69 9.60 1 Exercised - Forfeited or expired (18,594 ) 62.46 Outstanding at December 31, 2017 1,594,615 3.87 9.11 1 Exercisable at December 31, 2017 697,922 6.83 8.38 - Vested and expected to vest 1,541,848 3.95 9.09 1 A summary of the status of the Company’s nonvested options for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 73,217 $ 1.37 Granted 1,422,658 1.49 Vested (599,182 ) 1.61 Forfeited - - Nonvested at December 31, 2017 896,693 $ 1.40 The aggregate fair value of SARs and options vested during the years ended December 31, 2017 and 2016 was $1.1 million and $0.02 million, respectively. The weighted-average grant date fair value of options vested during the year ended December 31, 2016 was $1.37. A summary of the Company’s nonvested shares of restricted stock units for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Nonvested at January 1, 2017 102,369 $ 2.49 2.14 $ 450 Granted - $ - - - Vested (34,019 ) $ 2.49 - - Forfeited (350 ) $ 2.30 - - Nonvested at December 31, 2017 68,000 $ 2.49 0.64 $ 69 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2017 and 2016 was $0.1 million and zero, respectively. |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | 14. Revenue Sources 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 payers. The following sets forth the net revenue generated by revenue channel accounted for more than 10% of the Company’s revenue from continuing operations during the period presented. For the years ended December 31, 2017 and December 31, 2016, revenue from Medicare was approximately 38.0% and 40.8% of total revenue, respectively. Years Ended December 31, Customer 2017 2016 Medicare $ 6,046 $ 5,344 Commercial Payors $ 3,127 $ 3,150 Client Billings $ 4,241 $ 2,955 Medicare Advantage $ 2,217 $ 1,170 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2017 and 2016 is comprised of the following: 2017 2016 Current: Federal $ (382 ) $ (154 ) State (13 ) (8 ) Total current (395 ) (162 ) Deferred: Federal - - State - - Total deferred - - Benefit from income taxes $ (395 ) $ (162 ) 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 The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22 assets at December 31, 2017 as the Company believes that it is more likely than not that these assets will not be realized. In the current year, the company maintains a full valuation allowance in consolidation and no separate company deferred tax liability recorded will be recorded. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets included in other current assets Allowances and reserves $ 7,539 $ 9,715 Compensation 693 1,292 Valuation allowance on deferred tax assets (8,232 ) (11,007 ) - - Noncurrent deferred tax assets (liabilities) included in other long-term assets: State net operating loss carryforwards 4,762 7,338 Federal net operating loss carryforwards 31,943 51,685 Credit carryforward 239 250 State taxes 1,124 1,124 Property, plant and equipment 637 1,464 Intangible assets (4,865 ) (8,411 ) Other reserves - restructuring 5 19 Deferred revenue 88 4 Valuation allowance on deferred tax assets (33,933 ) (53,473 ) - - 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 The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. During December 2016 through October 2017, the Company executed five equity offerings, a debt exchange and warrant exercises issuing approximately 26 million shares of common stock. NOL, and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, as well as similar state tax provisions. This could limit the amount of NOLs that we can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. Additionally, U.S. tax laws limit the time during which these carry forwards may be applied against future taxes, therefore, we may not be able to take full advantage of these carry forwards for federal income tax purposes. We are currently evaluating the ownership history of our company to determine if there were any ownership changes as defined under Section 382(g) of the Code and the effects any ownership change may have had. A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: 2017 2016 Federal statutory rate 34.0 % 34.0 % State income tax rate, net of Federal tax benefit 2.2 % 6.0 % Meals and entertainment (0.3 %) (0.3 %) Contingent consideration 8.6 % 42.4 % Tax reform change (174.7 %) - Valuation allowance 141.7 % (78.8 %) Gain/Loss on extinguishment of debt (11.6 %) - Other non-deductible 0.0 % (3.3 %) Discontinued operations allocation 3.1 % 1.9 % Net change in Federal and state reserves - - Effective tax rate 3.0 % 1.9 % The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2017: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2016 $ 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 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, 2017 $ 1,117 As of December 31, 2017 and 2016, the total amount of gross unrecognized tax benefits was $1.1 million in each year. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2017 and 2016 was $1.1 million in each year. The Company recognized interest and penalties of $0.2 million related to uncertain tax positions in income tax expense during each of the years ended December 31, 2017 and 2016. At December 31, 2017 and 2016, accrued interest and penalties, net were $2.8 million and $2.6 million, respectively, and included in the Other long-term liabilities Management plans to commence filing tax clearance certificates in states and related tax jurisdictions in which un-recognized tax benefits attributable to its former operating entities are recorded as long-term liabilities on the accompanying balance sheet. This process can range from 6 to 18 months before the Company receives clearance as to balances, if any, it may owe to a particular state or tax jurisdiction. Upon receipt and acknowledgment from a state or tax jurisdiction, the Company will settle the remaining obligation or reverse the recorded amount owed during the period in which the tax clearance certificate is obtained. 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, 2017: Jurisdiction Tax Years Federal 2013 - 2017 State and Local 2012 - 2017 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, 2017. In 2014, the Company was selected for examination by the Internal Revenue Service for the tax periods ending December 31, 2012 and December 31, 2011 that concluded in 2016 with no adjustments. The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and became effective January 1, 2018. The TCJA had significant changes to U.S. tax law, lowering U.S. corporate income tax rates, implementing a territorial tax system, imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and modified the taxation of other income and expense items. The TCJA reduces the U.S. corporate income tax rate from 34% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the TCJA, we revalued deferred tax assets, net as of December 31, 2017. The tax impact of revaluation of the deferred tax assets, net was $22,768,303, which was wholly offset by a corresponding reduction in our valuation allowance of $22,768,303 resulting in a no net impact to our income tax expense. The TCJA provided for a one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits. The Company did not have consolidated accumulated earnings and profits attributable to it foreign subsidiaries, accordingly, the Company did not record any income tax expense related to the transition tax. Due to the timing of the new tax law and the substantial changes it brings, the staff of the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides registrants a measurement period to report the impact of the new US tax law. During the measurement period, provisional amounts for the effects of the law are recorded to the extent a reasonable estimate can be made. To the extent that all information necessary is not available, prepared or analyzed, companies may recognize provisional estimated amounts for a period of up to one year following enactment of the TCJA. |
Historical Basic and Diluted Ne
Historical Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Historical Basic and Diluted Net Loss Per Share | 16. Historical Basic and Diluted Net Loss per Share On December 28, 2016, the Company effected a one-for-ten reverse split of the issued and outstanding shares of its common stock in order to achieve the requisite increase in the market price of its common stock to be in compliance with the NASDAQ minimum bid price requirement. At the effective time of the reverse split, every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any 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, 2017 and 2016 is as follows: Years Ended December 31, 2017 2016 Basic weighted average number of common shares 15,766 1,816 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 15,766 1,816 The following outstanding stock-based awards and warrants 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, 2017 2016 Options 1,510,529 87,871 Stock-settled stock appreciation rights (SARs) 84,086 102,691 Restricted stock units (RSUs) 68,000 102,369 Warrants 13,542,148 - 15,204,763 292,931 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 17. Segment Information Since December 22, 2015, the Company reports its operations as one segment, molecular diagnostics and bioinformatics. The Company’s reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. The Company’s molecular diagnostics and bioinformatics 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 business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal, endocrine and lung cancers, which are principally focused on early detection of patients at high risk of cancer. Customers in the Company’s segment consist primarily of physicians, hospitals and clinics. The service offerings throughout the segment have similar long-term average gross margins, contract terms, types of customers and regulatory environments. They are promoted through one centrally managed marketing group and the chief operating decision maker views their results on a combined basis. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 18. Long-Term Debt On October 31, 2014, the Company and its subsidiary, Interpace LLC, entered into an agreement to acquire RedPath (the “Transaction”). In connection with the Transaction, the Company entered into a note payable (the “RedPath Note”) requiring eight equal consecutive quarterly installments beginning October 1, 2016. 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 million. During the years ended December 31, 2017 and 2016, the Company accreted approximately $0.2 million and $0.8 million in interest expense, respectively. At December 31, 2016, the fair value balance of the $9.3 million RedPath Note was approximately $7.9 million and the unamortized discount was $1.4 million. As of April 18, 2017, the Note was exchanged and fully converted into the Company’s common stock (see below). Debt Exchange for RedPath Note On December 23, 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The balance of the RedPath Note was subsequently acquired by an Investor, for $8.87 million on March 22, 2017. Also on that date we and the Investor exchanged the RedPath Note for a senior secured convertible note (the “Exchanged Convertible Note”) in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the Investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note (the “Senior Secured Convertible Note”). Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt have been fully released. In connection with the conversion of the Exchanged Convertible Note, the Company recorded a loss of $4.3 million. Maxim Group LLC (“Maxim”) acted as agent in connection with the exchanges into the Exchanged Convertible Note and the Senior Secured Convertible Note. Maxim was paid a cash fee of $0.6 million representing 6.5% of the balance of the $8.85 million exchanged RedPath Note. These costs are directly related to the issuance of the Company’s shares, and as a result are recorded against equity. In connection with the Exchanged Convertible Note and the Senior Secured Convertible Note, the Company determined there to be an embedded conversion option feature. Accordingly, the embedded conversion option contained in the Exchange Convertible Note was accounted for as a derivative liability at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivative was determined using the Black-Scholes Option Pricing Model. On the initial measurement date, the fair value of the embedded conversion option derivative of $208,427 was recorded as a derivative liability and was allocated as a debt discount to the Exchanged Convertible Note. At each conversion date, subsequent to the issuance of the Exchanged Convertible Note, the embedded conversion option derivative liability would be revalued, with any changes to its fair value being recorded to earnings. At March 31, 2017, the Company also revalued the embedded conversion option derivative liability resulting in a loss from the change in fair value. In connection with these revaluations, the Company recorded derivative losses of approximately $0.1 million for the year ended December 31, 2017. The value of the derivative liability as of December 31, 2017 was zero. The Company incurred $0.5 million of debt issuance costs, for investment banking, legal and placement fee services in connection with the Exchange Agreement. These costs were treated as a debt discount and amortized to interest expense over the term of the Exchanged Notes. In connection with the conversion of the Senior Secured Convertible Note on April 18, 2017, the Company recorded a loss of $2.3 million which is included in the total loss of $4.3 million described above. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 19. Supplemental Cash Flow Information For The Years Ended December 31, 2017 2016 Net cash used in operating activities of discontinued operations $ (2,291 ) $ (2,000 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosures of Non Cash Financing Activities (in thousands) Years Ended December 31, 2017 2016 Investing Acquisition of property and equipment $ 54 $ - Tenant incentives recorded as part of deferred rent $ 84 $ - Financing Settlement of the RedPath Note (1) $ (8,098 ) $ - Issuance of the Exchange Notes (1) $ 11,375 $ - Common shares issued in debt exchange (3,795,429 shares) $ 11,643 $ - (1) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On March 15, 2018 the Company entered into an agreement to extend its Pittsburgh lease through June 30, 2023. The lease amendment includes approximately $2.5 million in minimum lease payments over the extended lease term. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2016 Allowance for doubtful accounts $ 802 899 (1,338 ) $ 363 Allowance for doubtful notes $ 1,626 20 - $ 1,646 Tax valuation allowance $ 56,868 - 7,612 $ 64,480 2017 Allowance for doubtful accounts $ 363 (363 ) - $ - Allowance for doubtful notes $ 1,646 - (777 ) $ 869 Tax valuation allowance $ 64,480 - (22,315 ) $ 42,165 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif29
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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) and its Commercial Services (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. Effective December 31, 2015, the Company has one reporting segment: the Company’s molecular diagnostics business, after the divestiture of its CSO business on December 22, 2015, see Note 4, Discontinued Operations for further information. The Company’s current reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. |
Accounting Estimates | 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 valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. 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 Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable are generated using its proprietary tests. The Company’s services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or hospital. The Company recognizes accounts receivable related to billings for Medicare, Medicare Advantage, and hospitals (direct-bill clients) on an accrual basis, net of contractual adjustment, when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. The Company records accounts receivable net of contractual allowances and net of estimated uncollectable amounts. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. The Company provides services for patients with health insurance coverage through commercial insurance carriers or governmental programs that do not have a contract in place for its proprietary tests, which may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services. In the absence of an agreement with the patient, or other clearly enforceable legal right to demand payment from commercial insurance carriers or governmental agencies, no accounts receivable is recognized. |
Other Current Assets | Other current assets Other current assets consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables - 325 Prepaid expenses 266 4 Other 31 211 Total other current assets $ 1,172 $ 1,415 |
Property and Equipment | 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 to ten years for furniture and fixtures; two to five years for office and computer equipment; five to seven years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently four to five years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation are removed from the related accounts and any gains or losses are reflected in operations. |
Software Costs | 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 to seven years. Software costs that do not meet capitalization criteria are expensed immediately. 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 years. Software costs that do not meet capitalization criteria are expensed immediately. See Note 6, Property and Equipment for further information. |
Long-Lived Assets, Including Finite-Lived Intangible Assets | 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 years to nine years in acquisition related amortization expense in the Consolidated Statements of Operations. 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 not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. During the year ended December 31, 2016, the Company recorded an asset impairment charge of approximately $3.4 million, resulting from a decline in market value of certain assets associated with the acquisition of assets from Asuragen. See Note 7, Other Intangible Assets for further information. |
Contingencies | 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, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. |
Revenue and Cost of Revenue | Revenue and Cost of Revenue 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-party payer or hospital. The Company recognizes revenue related to billings for Medicare, Medicare Advantage, and hospitals on an accrual basis, net of contractual adjustment, when there is a predictable pattern of collectability. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals, which approximates the Medicare rate. Upon ultimate collection, the amount received from Medicare, Medicare Advantage and hospitals with a predictable pattern of payment is compared to the previous estimates and the contractual allowance is adjusted, if necessary. Until a contract has been negotiated with a commercial insurance carrier or governmental program, the services may or may not be covered by these entities existing reimbursement policies. In addition, the Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that insurance declines to reimburse us. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue is only recognized upon the earlier of payment notification or cash receipt. Accordingly, the Company recognizes revenue from commercial insurance carriers and governmental programs without a contract when payment is received. 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 criteria have been met when there is contracted reimbursement coverage or a predictable pattern of collectability with individual third-party payers or hospitals and accordingly, recognizes revenue upon delivery of the test results. Under current accounting guidelines, in the absence of contracted reimbursement coverage or a predictable pattern of collectability, as in the case of commercial or other government payers, the Company recognizes revenue when payment is received. 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 | 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 stock appreciation rights (“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 13, Stock-Based Compensation for further information. |
Treasury Stock | 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 | 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 include a construction period prior to occupancy. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as a deferred rent liability. The Company may also receive tenant allowances including cash or rent abatements, which are reflected in other accrued expenses and long-term liabilities on the consolidated balance sheet. These allowances are amortized as a reduction of rent expense over the term of the lease. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based upon use of utilities and the landlord’s operating expenses. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. |
Income Taxes | 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 percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. 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 | 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-class method. As a result of the losses incurred in both 2017 and 2016, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. |
Reverse Stock Split | Reverse stock split On December 28, 2016, the Company effected a one-for-ten reverse split of its issued and outstanding shares of common stock in order to achieve the requisite increase in the market price of our common stock to be in compliance with the NASDAQ minimum bid price requirement. All share amounts in prior periods have been adjusted to reflect the reverse split. |
Nature of Business and Signif30
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables - 325 Prepaid expenses 266 4 Other 31 211 Total other current assets $ 1,172 $ 1,415 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2017 and December 31, 2016: For the Years Ended December 31, 2017 2016 CSO TVG Total CSO TVG Total Accounts payable $ 192 $ - $ 192 $ 890 $ - $ 890 Accrued salary and bonus - - - 1,272 - 1,272 Other 1,110 - 1,110 1,966 - 1,966 Current liabilities from discontinued operations 1,302 - 1,302 4,128 - 4,128 Total liabilities $ 1,302 $ - $ 1,302 $ 4,128 $ - $ 4,128 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | 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, 2017 Fair Value Measurements Carrying Fair As of December 31, 2017 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,581 $ 1,581 $ - $ - $ 1,581 Other long-term liabilities: Warrant liability 473 473 - - 473 $ 2,054 $ 2,054 $ - $ - $ 2,054 As of December 31, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The Pre-Funded Warrants were fully exercised in 2017 and therefore the Company has no remaining liability associated with those warrants. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2016 Initial Liability Payments (1) Accretion Conversions Exercises Mark to Market December 31, 2017 Contingent consideration: Asuragen $ 1,545 $ (260 ) $ 122 $ - $ 174 $ 1,581 Redpath 5,969 - - (5,969 ) - - Embedded conversion option - 208 - - (269 ) 61 - Pre-Funded Warrants - 2,247 - - (2,337 ) 90 - Underwriters Warrants - 422 - - - 51 473 $ 7,514 $ 2,877 $ (260 ) $ 122 $ (8,575 ) $ 376 $ 2,054 (1) Royalty payments of $235,000 are reflected within Cash Flows from Operations. The remaining $25,000 represents a milestone payment related to financing the Asuragen acquisition and is reflected in Cash Flows from Financing Activities. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2017 and 2016: December 31, 2017 2016 Furniture and fixtures $ 62 $ 667 Office equipment 1,348 1,503 Computer equipment 115 3,473 Internal-use software 113 113 Leasehold improvements 175 878 Property and equipment 1,813 6,634 Less accumulated depreciation (1,159 ) (5,705 ) Net property and equipment $ 654 $ 929 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets as of December 31, 2017 and December 31, 2016 is as follows: As of December 31, 2017 As of December 31, 2016 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - - Biobank - - - RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Total Cost $ 43,620 $ 43,620 Accumulated Amortization $ (10,515 ) $ (7,262 ) Net Carrying Value $ 33,105 $ 36,358 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows: 2018 2019 2020 2021 2022 $ 3,252 $ 5,292 $ 5,292 $ 4,908 $ 2,987 |
Accrued Expenses and Other Lo35
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Accrued royalties $ 296 $ 711 Indemnification liability 875 875 Contingent consideration 232 260 DOJ settlement 500 80 Accrued professional fees 700 1,746 Taxes payable 515 526 Unclaimed property 565 565 All others 1,321 1,473 Total other accrued expenses $ 5,004 $ 6,236 |
Schedule of Other Long Term Liabilities | Other long-term liabilities consisted of the following as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Warrant liability $ 473 $ - Uncertain tax positions 3,734 3,594 DOJ settlement - 250 Other 82 - Total other long-term liabilities $ 4,289 $ 3,844 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | As of December 31, 2017, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Total Less than 1 Year 1 to 3 Years 3 to 5 Years After 5 Years Operating lease obligations $ 774 $ 160 $ 316 $ 298 $ - Contractual obligation - - - - - Total $ 774 $ 160 $ 316 $ 298 $ - |
Preferred Stock and Equity Of37
Preferred Stock and Equity Offerings (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the share- based warrant upon issuance: Market Price $ 1.62 Exercise Price $ 1.25 Risk-free interest rate 1.66 % Expected volatility 172.29 % Expected life in years 3.1 Expected dividend yield |
Second Registered Direct Offering [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 4.33 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 124.02 % Expected life in years 5.0 Expected dividend yield 0.00 % |
RedPath Equityholder Representative [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 2.37 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 125.58 % Expected life in years 5.5 Expected dividend yield 0.00 % |
Base Warrants and Overallotment Warrants [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Base Warrants and Overallotment Warrants upon issuance: Market Price $ 0.87 Exercise Price $ 1.25 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % |
Base Warrants [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the share- based warrant upon issuance: Market Price $ 1.57 Exercise Price $ 1.80 Risk-free interest rate 1.88 % Expected volatility 55.50 % Expected life in years 4.5 Expected dividend yield |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the year ended December 31, 2017 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2017 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 100,000 Pre-Funded Warrants, issued June 21, 2017 Liability $ 0.01 None 2,600,000 (2,600,000 ) - - Underwriters Warrants, issued June 21, 2017 Liability $ 1.32 December 2022 575,000 - (40,000 ) 535,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 Vendor Warrants, issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 21,855,000 (8,272,852 ) (40,000 ) 13,542,148 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2017 and December 31, 2016. December 31, 2017 December 31, 2016 Risk-free interest rate 1.85 % 0.66 % Expected life 4.9 years 4.7 years Expected volatility 142.42 % 145.71 % Dividend yield - - |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | The impact of RSUs and stock options on net loss for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 RSUs $ 65 $ 109 Options 995 22 Total stock-based compensation expense $ 1,060 $ 131 |
Schedule of Stock Option Activity | A summary of stock option and SARs activity for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Price Weighted-Average Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 190,551 $ 25.80 5.42 $ 632 Granted 1,422,658 1.69 9.60 1 Exercised - Forfeited or expired (18,594 ) 62.46 Outstanding at December 31, 2017 1,594,615 3.87 9.11 1 Exercisable at December 31, 2017 697,922 6.83 8.38 - Vested and expected to vest 1,541,848 3.95 9.09 1 |
Schedule of Non Vested Option Activity | A summary of the status of the Company’s nonvested options for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 73,217 $ 1.37 Granted 1,422,658 1.49 Vested (599,182 ) 1.61 Forfeited - - Nonvested at December 31, 2017 896,693 $ 1.40 |
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s nonvested shares of restricted stock units for the year ended December 31, 2017, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Nonvested at January 1, 2017 102,369 $ 2.49 2.14 $ 450 Granted - $ - - - Vested (34,019 ) $ 2.49 - - Forfeited (350 ) $ 2.30 - - Nonvested at December 31, 2017 68,000 $ 2.49 0.64 $ 69 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | Years Ended December 31, Customer 2017 2016 Medicare $ 6,046 $ 5,344 Commercial Payors $ 3,127 $ 3,150 Client Billings $ 4,241 $ 2,955 Medicare Advantage $ 2,217 $ 1,170 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The benefit from income taxes on continuing operations for the years ended December 31, 2017 and 2016 is comprised of the following: 2017 2016 Current: Federal $ (382 ) $ (154 ) State (13 ) (8 ) Total current (395 ) (162 ) Deferred: Federal - - State - - Total deferred - - Benefit from income taxes $ (395 ) $ (162 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets included in other current assets Allowances and reserves $ 7,539 $ 9,715 Compensation 693 1,292 Valuation allowance on deferred tax assets (8,232 ) (11,007 ) - - Noncurrent deferred tax assets (liabilities) included in other long-term assets: State net operating loss carryforwards 4,762 7,338 Federal net operating loss carryforwards 31,943 51,685 Credit carryforward 239 250 State taxes 1,124 1,124 Property, plant and equipment 637 1,464 Intangible assets (4,865 ) (8,411 ) Other reserves - restructuring 5 19 Deferred revenue 88 4 Valuation allowance on deferred tax assets (33,933 ) (53,473 ) - - Noncurrent deferred tax liabilities, net $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: 2017 2016 Federal statutory rate 34.0 % 34.0 % State income tax rate, net of Federal tax benefit 2.2 % 6.0 % Meals and entertainment (0.3 %) (0.3 %) Contingent consideration 8.6 % 42.4 % Tax reform change (174.7 %) - Valuation allowance 141.7 % (78.8 %) Gain/Loss on extinguishment of debt (11.6 %) - Other non-deductible 0.0 % (3.3 %) Discontinued operations allocation 3.1 % 1.9 % Net change in Federal and state reserves - - Effective tax rate 3.0 % 1.9 % |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2017: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2016 $ 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 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, 2017 $ 1,117 |
Schedule of Tax Years Subject to Examination | The following tax years remain subject to examination as of December 31, 2017: Jurisdiction Tax Years Federal 2013 - 2017 State and Local 2012 - 2017 |
Historical Basic and Diluted 42
Historical Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2017 and 2016 is as follows: Years Ended December 31, 2017 2016 Basic weighted average number of common shares 15,766 1,816 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 15,766 1,816 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding stock-based awards and warrants 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, 2017 2016 Options 1,510,529 87,871 Stock-settled stock appreciation rights (SARs) 84,086 102,691 Restricted stock units (RSUs) 68,000 102,369 Warrants 13,542,148 - 15,204,763 292,931 |
Supplemental Cash Flow Inform43
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flows Used in Discontinued Operations | For The Years Ended December 31, 2017 2016 Net cash used in operating activities of discontinued operations $ (2,291 ) $ (2,000 ) Net cash provided by investing activities of discontinued operations $ - $ - |
Schedule of Supplemental Disclosures of Noncash Investing and Financing Activities | Supplemental Disclosures of Non Cash Financing Activities (in thousands) Years Ended December 31, 2017 2016 Investing Acquisition of property and equipment $ 54 $ - Tenant incentives recorded as part of deferred rent $ 84 $ - Financing Settlement of the RedPath Note (1) $ (8,098 ) $ - Issuance of the Exchange Notes (1) $ 11,375 $ - Common shares issued in debt exchange (3,795,429 shares) $ 11,643 $ - (1) |
Schedule II - Valuation and Q44
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2016 Allowance for doubtful accounts $ 802 899 (1,338 ) $ 363 Allowance for doubtful notes $ 1,626 20 - $ 1,646 Tax valuation allowance $ 56,868 - 7,612 $ 64,480 2017 Allowance for doubtful accounts $ 363 (363 ) - $ - Allowance for doubtful notes $ 1,646 - (777 ) $ 869 Tax valuation allowance $ 64,480 - (22,315 ) $ 42,165 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif45
Nature of Business and Significant Accounting Policies (Details Narrative) $ in Thousands | Dec. 28, 2016 | Dec. 22, 2015Integer | Dec. 31, 2017USD ($)Integer | Dec. 31, 2016USD ($)Integer |
Number of reportable segments | Integer | 1 | 1 | 1 | |
Asset impairment charge | $ | $ 3,363 | |||
Reverse Stock Split [Member] | ||||
Reserve stock split 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 and Computer Equipment [Member] | Minimum [Member] | ||||
Property, plant and equipment, useful life | 2 years | |||
Office and Computer 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 |
Nature of Business and Signif46
Nature of Business and Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Indemnification assets | $ 875 | $ 875 |
Other receivables | 325 | |
Prepaid expenses | 266 | 4 |
Other | 31 | 211 |
Other current assets | $ 1,172 | $ 1,415 |
Recent Accounting Standards (De
Recent Accounting Standards (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Minimum [Member] | |
Cumulative catch-up adjustment, amount | $ 1,000,000 |
Maximum [Member] | |
Cumulative catch-up adjustment, amount | $ 1,500,000 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Oct. 31, 2017 | Oct. 12, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Apr. 18, 2017 | Mar. 22, 2017 | Feb. 08, 2017 | Jan. 25, 2017 | Jan. 06, 2017 | Apr. 18, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 07, 2017 | Jul. 05, 2017 | Sep. 28, 2016 | Dec. 31, 2015 | Oct. 31, 2014 |
Cash and cash equivalents | $ 602,000 | $ 15,199,000 | $ 602,000 | $ 8,310,000 | ||||||||||||||||
Accounts receivable, net | 2,209,000 | 3,437,000 | 2,209,000 | |||||||||||||||||
Total current assets | 4,240,000 | 19,808,000 | 4,240,000 | |||||||||||||||||
Total current liabilities | 16,241,000 | 8,091,000 | 16,241,000 | |||||||||||||||||
Net loss | 12,216,000 | 8,332,000 | ||||||||||||||||||
Net cash used in operating activities | 15,263,000 | 7,607,000 | ||||||||||||||||||
Gross proceeds from sale of equity | 34,000,000 | |||||||||||||||||||
Proceeds from issuance of sale of equity | 29,900,000 | |||||||||||||||||||
Number of common stock shares issued | 9,900,000 | |||||||||||||||||||
Common stock issued price per share | $ 1.09 | |||||||||||||||||||
Warrant exercise price | $ 1.25 | $ 1.25 | ||||||||||||||||||
Gross proceeds from equity offerings | $ 960,000 | 29,900,000 | ||||||||||||||||||
Underwriters over-allotment option to purchase common stock | 875,000 | 1,875,000 | ||||||||||||||||||
Proceeds from exercise of warrants | $ 1,200,000 | $ 900,000 | 6,861,000 | |||||||||||||||||
Warrants exercised | 925,000 | 4,000,000 | 747,800 | |||||||||||||||||
Other (expense) income | (2,128,000) | 14,000 | ||||||||||||||||||
SCM Specialty Finance Opportunities Fund, L.P. [Member] | ||||||||||||||||||||
Line of credit | $ 1,200,000 | |||||||||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | |||||||||||||||||||
RedPath Note [Member] | ||||||||||||||||||||
Debt instrument, face amount | 9,340,000 | $ 9,340,000 | $ 10,700,000 | |||||||||||||||||
Repayments of debt | $ 1,330,000 | |||||||||||||||||||
RedPath Note [Member] | Senior Secured Convertible Note [Member] | ||||||||||||||||||||
Debt instrument, face amount | $ 5,320,000 | |||||||||||||||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||||||||||||
Debt instrument, face amount | 3,550,000 | 3,550,000 | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | 3,795,429 | ||||||||||||||||||
RedPath Note [Member] | Investor [Member] | ||||||||||||||||||||
Business combination cash acquired | $ 8,870,000 | |||||||||||||||||||
RedPath Note [Member] | Investor [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||||||||||||
Debt instrument, face amount | $ 3,550,000 | $ 3,550,000 | ||||||||||||||||||
Base Warrants [Member] | ||||||||||||||||||||
Number of common stock shares issued | 12,500,000 | |||||||||||||||||||
Gross proceeds from equity offerings | $ 13,700,000 | |||||||||||||||||||
Underwriters over-allotment option to purchase common stock | 1,875,000 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 6,200,000 | |||||||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||||||
Number of common stock shares issued | 2,600,000 | |||||||||||||||||||
Warrant to purchase shares of common stock | 2,600,000 | |||||||||||||||||||
Warrant exercise price | $ 1.09 | $ 0.01 | $ 0.01 | |||||||||||||||||
Gross proceeds from equity offerings | $ 12,300,000 | |||||||||||||||||||
First Registered Direct Offering [Member] | ||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 4,300,000 | |||||||||||||||||||
Number of common stock shares issued | 630,000 | |||||||||||||||||||
Common stock issued price per share | $ 6.81 | |||||||||||||||||||
Second Registered Direct Offering [Member] | ||||||||||||||||||||
Number of common stock shares issued | 855,000 | |||||||||||||||||||
Warrant to purchase shares of common stock | 855,000 | |||||||||||||||||||
Second Registered Direct Offering and Private Placement [Member] | ||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 4,000,000 | |||||||||||||||||||
Confidentially Marketed Public Offering [Member] | ||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 3,900,000 | |||||||||||||||||||
Number of common stock shares issued | 1,200,000 | |||||||||||||||||||
Common stock issued price per share | $ 3 | |||||||||||||||||||
Public Offering [Member] | Base Warrants [Member] | ||||||||||||||||||||
Number of common stock shares issued | 9,900,000 | |||||||||||||||||||
Common stock issued price per share | $ 1.10 | |||||||||||||||||||
Prefunded warrants of shares | 2,600,000 | |||||||||||||||||||
Warrant exercise price | $ 1.09 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Warrant exercise price | $ 1.80 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 5,000,000 | |||||||||||||||||||
Warrants exercised | 3,200,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Gain on sale | $ 1,326 | ||
Base Cash Price [Member] | Commercial Services [Member] | |||
Proceeds from sales of business, affiliate and productive assets | $ 25,500 | ||
Working Capital Adjustment [Member] | Commercial Services [Member] | |||
Proceeds from sales of business, affiliate and productive assets | 3,000 | ||
Asset Purchase Agreement [Member] | |||
Proceeds from sales of business, affiliate and productive assets | $ 28,500 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts payable | $ 192 | $ 890 |
Accrued salary and bonus | 1,272 | |
Other | 1,110 | 1,966 |
Current liabilities from discontinued operations | 1,302 | 4,128 |
Total liabilities | 1,302 | 4,128 |
CSO [Member] | ||
Accounts payable | 192 | 890 |
Accrued salary and bonus | 1,272 | |
Other | 1,110 | 1,966 |
Current liabilities from discontinued operations | 1,302 | 4,128 |
Total liabilities | 1,302 | 4,128 |
TVG [Member] | ||
Accounts payable | ||
Accrued salary and bonus | ||
Other | ||
Current liabilities from discontinued operations | ||
Total liabilities |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 21, 2017 | Mar. 31, 2017 | |
Business combination, contingent consideration liabilities | $ 232 | $ 260 | ||
Reduction in the fair value of the contingent consideration | (5,795) | (11,860) | ||
Pre-Funded Warrants [Member] | ||||
Warrant to purchase shares of common stock | 2,600,000 | |||
Underwriter Warrants[Member] | ||||
Warrant to purchase shares of common stock | 575,000 | |||
Asuragen and Redpath [Member] | ||||
Reduction in the fair value of the contingent consideration | $ 11,900 | |||
RedPath Integrated Pathology, Inc [Member] | Termination Agreement [Member] | ||||
Business combination, contingent consideration liabilities | $ 6,000 | |||
Business combination, operating expenses | $ 5,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Warrant liability | $ 473 | |
Level 1 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 1 [Member] | Asuragen [Member] | ||
Contingent consideration | ||
Level 1 [Member] | RedPath [Member] | ||
Contingent consideration | ||
Level 2 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 2 [Member] | Asuragen [Member] | ||
Contingent consideration | ||
Level 2 [Member] | RedPath [Member] | ||
Contingent consideration | ||
Level 3 [Member] | ||
Warrant liability | 473 | |
Fair value of liabilities | 2,054 | 7,514 |
Level 3 [Member] | Asuragen [Member] | ||
Contingent consideration | 1,581 | 1,545 |
Level 3 [Member] | RedPath [Member] | ||
Contingent consideration | 5,969 | |
Reported Value Measurement [Member] | ||
Warrant liability | 473 | |
Fair value of liabilities | 2,054 | 7,514 |
Reported Value Measurement [Member] | Asuragen [Member] | ||
Contingent consideration | 1,581 | 1,545 |
Reported Value Measurement [Member] | RedPath [Member] | ||
Contingent consideration | 5,969 | |
Fair Value Measurements [Member] | ||
Warrant liability | 473 | |
Fair value of liabilities | 2,054 | 7,514 |
Fair Value Measurements [Member] | Asuragen [Member] | ||
Contingent consideration | $ 1,581 | 1,545 |
Fair Value Measurements [Member] | RedPath [Member] | ||
Contingent consideration | $ 5,969 |
Fair Value Measurements - Sch53
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Beginning Balance | $ 7,514 | |
Initial Liability | 2,877 | |
Payments | (260) | [1] |
Accretion | 122 | |
Cancellation of Obligation/Conversions Exercises | (8,575) | |
Adjustment to fair value/Mark to Market | 376 | |
Ending Balance | 2,054 | |
Pre-Funded Warrants [Member] | ||
Beginning Balance | ||
Initial Liability | 2,247 | |
Payments | [1] | |
Accretion | ||
Cancellation of Obligation/Conversions Exercises | (2,337) | |
Adjustment to fair value/Mark to Market | 90 | |
Ending Balance | ||
Underwriter Warrants[Member] | ||
Beginning Balance | ||
Initial Liability | 422 | |
Payments | [1] | |
Accretion | ||
Cancellation of Obligation/Conversions Exercises | ||
Adjustment to fair value/Mark to Market | 51 | |
Ending Balance | 473 | |
Asuragen [Member] | ||
Beginning Balance | 1,545 | |
Payments | (260) | [1] |
Accretion | 122 | |
Cancellation of Obligation/Conversions Exercises | ||
Adjustment to fair value/Mark to Market | 174 | |
Ending Balance | 1,581 | |
RedPath [Member] | ||
Beginning Balance | 5,969 | |
Payments | [1] | |
Accretion | ||
Cancellation of Obligation/Conversions Exercises | (5,969) | |
Adjustment to fair value/Mark to Market | ||
Ending Balance | ||
Embedded Conversion Option [Member] | ||
Beginning Balance | ||
Initial Liability | 208 | |
Payments | [1] | |
Accretion | ||
Cancellation of Obligation/Conversions Exercises | (269) | |
Adjustment to fair value/Mark to Market | 61 | |
Ending Balance | ||
[1] | Royalty payments of $235,000 are reflected within Cash Flows from Operations. The remaining $25,000 represents a milestone payment related to financing the Asuragen acquisition and is reflected in Cash Flows from Financing Activities. |
Fair Value Measurements - Sch54
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Royalty payments | $ 235 |
Milestone payment related to financing | $ 25 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 400 | $ 500 |
Disposed various property and equipment | 5,000 | |
Net book value of property and equipment | 5 | |
Recognized loss on property and equiment | $ 5 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 62 | $ 667 |
Office equipment | 1,348 | 1,503 |
Computer equipment | 115 | 3,473 |
Internal-use software | 113 | 113 |
Leasehold improvements | 175 | 878 |
Property and equipment | 1,813 | 6,634 |
Less accumulated depreciation | (1,159) | (5,705) |
Property and equipment | $ 654 | $ 929 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,253 | $ 3,770 |
Asset impairment charges | $ 3,363 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets, Gross | $ 43,620 | $ 43,620 |
Finite-lived Intangible Assets, Accumulated Amortization | (10,515) | (7,262) |
Finite-lived Intangible Assets, Net Carrying Value | $ 33,105 | 36,358 |
Diagnostic Assets, Thyroid [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
Diagnostic Assets, Pancreas Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
Diagnostic Assets, Barrett's Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 18,351 | 18,351 |
Diagnostic Lab, CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Diagnostic Assets [Member] | ||
Finite-lived Intangible Assets, Gross | $ 43,011 | $ 43,011 |
Other Intangible Assets - Sch59
Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 3,252 |
2,019 | 5,292 |
2,020 | 5,292 |
2,021 | 4,908 |
2,022 | $ 2,987 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined contribution plan, maximum annual contributions per employee, percent | 50.00% | |
Defined contribution plan, employer matching contribution, percent | 100.00% | |
Defined contribution plan employer matching contribution at fifty percent | 50.00% | |
Contribution expense | $ 200 | $ 100 |
Minimum [Member] | ||
Defined contribution plan, employer matching contribution, percent | 3.00% | |
Defined contribution plan employer matching contribution at fifty percent | 3.00% | |
Maximum [Member] | ||
Defined contribution plan employer matching contribution at fifty percent | 5.00% |
Accrued Expenses and Other Lo61
Accrued Expenses and Other Long-Term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 296 | $ 711 |
Indemnification liability | 875 | 875 |
Contingent consideration | 232 | 260 |
DOJ settlement | 500 | 80 |
Accrued professional fees | 700 | 1,746 |
Taxes payable | 515 | 526 |
Unclaimed property | 565 | 565 |
All others | 1,321 | 1,473 |
Total other accrued expenses | $ 5,004 | $ 6,236 |
Accrued Expenses and Other Lo62
Accrued Expenses and Other Long-Term Liabilities - Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 473 | |
Uncertain tax positions | 3,734 | 3,594 |
DOJ settlement | 250 | |
Other | 82 | |
Long-term liabilities | $ 4,289 | $ 3,844 |
Commitments and Contingencies63
Commitments and Contingencies (Details Narrative) | Mar. 09, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017Integer | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | |
Operating lease expire date description | expire at various dates through September 2022 | ||||||||
Total expense | $ 15,263,000 | $ 7,607,000 | |||||||
Loss contingency accrual, payments | 500,000 | 500,000 | |||||||
Notes issued | [1] | 11,375,000 | |||||||
Severance costs | $ 1,100,000 | ||||||||
General and administrative expense | 9,153,000 | 10,504,000 | |||||||
Employee Severance [Member] | |||||||||
Restructuring reserve | 3,100,000 | ||||||||
Restructuring and related activities, number of former employees agreed to settle severance obligations | Integer | 5 | ||||||||
Restructuring and related activities, percentage of severance obligations to be paid to former employees | 35.00% | ||||||||
Payments for restructuring | $ 1,000,000 | ||||||||
Reversal expenses | $ 2,000,000 | ||||||||
General and administrative expense | 1,500,000 | ||||||||
General and administrative expense, discontinued operations | $ 500,000 | ||||||||
Continuing Operations [Member] | |||||||||
Severance costs | $ 500,000 | ||||||||
Continuing Operations [Member] | Employee Severance [Member] | |||||||||
Restructuring reserve | 2,200,000 | ||||||||
Discontinuing Operations [Member] | Employee Severance [Member] | |||||||||
Restructuring reserve | $ 900,000 | ||||||||
Companys Counter-Claim Against Prolias [Member] | |||||||||
Litigation settlement, amount | $ 500,000 | ||||||||
Loss contingency, damages sought, value | 636,053 | ||||||||
Litigation settlement amount interest, per diem | 137 | ||||||||
Notes issued | $ 1,000,000 | ||||||||
Settlement Agreement [Member] | RedPath [Member] | Maximum [Member] | |||||||||
Litigation settlement, amount | $ 3,000,000 | ||||||||
[1] | Excludes approximately $732 of transaction fees which are included in loss on extinguishment of debt. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, total | $ 774 |
Operating lease obligations, less than 1 year | 160 |
Operating lease obligations, 1 to 3 years | 316 |
Operating lease obligations, 3 to 5 years | 298 |
Operating lease obligations, after 5 years | |
Contractual obligation, total | |
Contractual obligation, less than 1 year | |
Contractual obligation, 1 to 3 years | |
Contractual obligation, 3 to 5 years | |
Contractual obligation, after 5 years | |
Operating leases future minimum, total | 774 |
Operating leases future minimum, less than 1 year | 160 |
Operating leases future minimum, 1 to 3 years | 316 |
Operating leases future minimum, 3 to 5 years | 298 |
Operating leases future minimum, after 5 years |
Preferred Stock and Equity Of65
Preferred Stock and Equity Offerings (Details Narrative) - USD ($) | Oct. 12, 2017 | Jul. 31, 2017 | Jul. 07, 2017 | Jul. 05, 2017 | Jun. 21, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Apr. 18, 2017 | Mar. 22, 2017 | Mar. 22, 2017 | Feb. 08, 2017 | Jan. 25, 2017 | Jan. 06, 2017 | Apr. 18, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2014 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Net proceeds from equity offerings | $ 960,000 | $ 29,900,000 | ||||||||||||||||||
Number of common stock issued, shares | 9,900,000 | |||||||||||||||||||
Proceeds from issuance of common stock | 23,081,000 | $ 1,707,000 | ||||||||||||||||||
Warrants to purchase shares of common stock | 875,000 | |||||||||||||||||||
Proceeds from issuance or sale of equity | 29,900,000 | |||||||||||||||||||
Fair value of warrants issued | $ 200,000 | 141,000 | ||||||||||||||||||
Option to purchase overallotment option, percentage | 4.00% | |||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||
Debt conversion, converted instrument, amount | 11,643,000 | |||||||||||||||||||
Loss on conversion of convertible debt | $ 4,300,000 | |||||||||||||||||||
Underwriters' overallotment option to purchase common stock | 875,000 | 1,875,000 | ||||||||||||||||||
Debt instrument beneficial percentage, description | The company offered to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in the purchasers beneficial ownership exceeding 4.99% of our outstanding common stock. Subject to limited exceptions, a holder of pre-funded warrants could not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each pre-funded warrant was exercisable for one share of our common stock. | |||||||||||||||||||
Warrant exercised | 1,700,000 | |||||||||||||||||||
Warrant exercise price | $ 1.25 | $ 1.25 | ||||||||||||||||||
Underwriters purchase common stock, value | $ 960,000 | |||||||||||||||||||
Proceeds from warrants | $ 193,000 | |||||||||||||||||||
Warrant expiring date | Aug. 31, 2020 | |||||||||||||||||||
Warrants exercisable into common stock | 150,000 | |||||||||||||||||||
Other (expense) income, net | (2,128,000) | 14,000 | ||||||||||||||||||
Gross proceeds from warrant exercise | 2,100,000 | |||||||||||||||||||
Underwriter Discount [Member] | ||||||||||||||||||||
Underwriters purchase common stock, value | 72,000 | |||||||||||||||||||
Proceeds from warrants | $ 882,000 | |||||||||||||||||||
RedPath Note [Member] | ||||||||||||||||||||
Repayments of debt | $ 1,330,000 | |||||||||||||||||||
Debt instrument principal amount | 9,340,000 | 9,340,000 | $ 10,700,000 | |||||||||||||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||||||||||||
Debt instrument principal amount | $ 3,550,000 | $ 3,550,000 | $ 3,550,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 3,550,000 | |||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | 3,795,429 | ||||||||||||||||||
RedPath Note [Member] | Investor [Member] | ||||||||||||||||||||
Fair value of warrants issued | 500,000 | |||||||||||||||||||
Acquisition of debt | $ 8,870,000 | |||||||||||||||||||
RedPath Note [Member] | Investor [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||||||||||||
Debt instrument principal amount | $ 3,550,000 | $ 3,550,000 | ||||||||||||||||||
RedPath Note [Member] | RedPath Integrated Pathology, Inc [Member] | ||||||||||||||||||||
Debt instrument principal amount | 9,340,000 | 9,340,000 | ||||||||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||||||||
Debt instrument principal amount | 5,320,000 | 5,320,000 | ||||||||||||||||||
Senior Secured Non-Convertible Note [Member] | ||||||||||||||||||||
Debt instrument principal amount | $ 3,550,000 | $ 3,550,000 | ||||||||||||||||||
Termination Agreement [Member] | RedPath Equityholder Representative [Member] | ||||||||||||||||||||
Warrants to purchase shares of common stock | 100,000 | 100,000 | ||||||||||||||||||
Common stock purchase price per share | $ 4.69 | $ 4.69 | ||||||||||||||||||
Fair value of warrants issued | $ 190,000 | |||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||
Employee Severance [Member] | ||||||||||||||||||||
Payments for restructuring | $ 1,000,000 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Warrant exercise price | 1.80 | |||||||||||||||||||
First Registered Direct Offering [Member] | ||||||||||||||||||||
Number of common stock issued, shares | 630,000 | |||||||||||||||||||
Common stock price, per share | $ 6.81 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 4,300,000 | |||||||||||||||||||
Second Registered Direct Offering [Member] | ||||||||||||||||||||
Number of common stock issued, shares | 855,000 | |||||||||||||||||||
Fair value of warrants issued | $ 1,670,000 | |||||||||||||||||||
Second Registered Direct Offering [Member] | Employee Severance [Member] | ||||||||||||||||||||
Payments for restructuring | $ 1,000,000 | |||||||||||||||||||
Second Registered Direct Offering [Member] | Private Placement [Member] | ||||||||||||||||||||
Warrants to purchase shares of common stock | 855,000 | |||||||||||||||||||
Common stock purchase price per share | $ 4.69 | |||||||||||||||||||
Proceeds from issuance or sale of equity | $ 4,000,000 | |||||||||||||||||||
Confidentially Marketed Public Offering (CMPO) [Member] | ||||||||||||||||||||
Number of common stock issued, shares | 1,200,000 | |||||||||||||||||||
Common stock price, per share | $ 3 | |||||||||||||||||||
Proceeds from issuance or sale of equity | $ 3,900,000 | |||||||||||||||||||
Option to purchase overallotment option, percentage | 9.00% | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of common stock issued, shares | 34,000 | |||||||||||||||||||
Warrants to purchase shares of common stock | 9,900,000 | |||||||||||||||||||
Base Warrants [Member] | ||||||||||||||||||||
Net proceeds from equity offerings | $ 13,700,000 | |||||||||||||||||||
Number of common stock issued, shares | 12,500,000 | |||||||||||||||||||
Warrants to purchase shares of common stock | 12,500,000 | |||||||||||||||||||
Common stock purchase price per share | $ 1.25 | |||||||||||||||||||
Fair value of warrants issued | $ 5,300,000 | |||||||||||||||||||
Common stock effective purchase price | $ 1.10 | |||||||||||||||||||
Underwriters' overallotment option to purchase common stock | 1,875,000 | |||||||||||||||||||
Underwriter Warrants[Member] | ||||||||||||||||||||
Number of common stock issued, shares | 575,000 | |||||||||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | |||||||||||||||||||
Common stock purchase price per share | $ 0.01 | |||||||||||||||||||
Warrant exercise price | $ 1.32 | |||||||||||||||||||
Base Warrant And Prefunded Warrants [Member] | ||||||||||||||||||||
Common stock effective purchase price | $ 1.09 | |||||||||||||||||||
Oveallotment Warrants [Member] | ||||||||||||||||||||
Warrants to purchase shares of common stock | 1,875,000 | 1,875,000 | ||||||||||||||||||
Common stock purchase price per share | $ 0.01 | $ 0.01 | ||||||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||||||
Net proceeds from equity offerings | $ 12,300,000 | |||||||||||||||||||
Number of common stock issued, shares | 2,600,000 | |||||||||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | 2,600,000 | ||||||||||||||||||
Common stock purchase price per share | $ 1.09 | |||||||||||||||||||
Fair value of warrants issued | $ 2,300,000 | |||||||||||||||||||
Underwriting discount rate | 7.50% | |||||||||||||||||||
Offering and over-allotment and reasonable out-of-pocket expenses | $ 100,000 | |||||||||||||||||||
Warrant exercised | 2,600,000 | |||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 1.09 | $ 0.01 | |||||||||||||||||
Proceeds from warrants | $ 26,000,000 | |||||||||||||||||||
Overallotment Warrants [Member] | ||||||||||||||||||||
Number of common stock issued, shares | 1,875,000 | |||||||||||||||||||
Fair value of warrants issued | $ 800,000 | |||||||||||||||||||
4 Million Base Warrants [Member] | ||||||||||||||||||||
Common stock purchase price per share | $ 1.25 | |||||||||||||||||||
Proceeds from warrants | $ 5,000,000 | |||||||||||||||||||
Other (expense) income, net | $ 2,000,000 | |||||||||||||||||||
4 Million Base Warrants [Member] | Private Placement [Member] | ||||||||||||||||||||
Warrants to purchase shares of common stock | 3,200,000 | |||||||||||||||||||
Warrant exercise price | $ 1.80 |
Preferred Stock and Equity Of66
Preferred Stock and Equity Offerings - Schedule of Fair Value of Assumptions Used in Black-schloes Option Pricing Model (Details) - $ / shares | Oct. 12, 2017 | Jul. 05, 2017 | Jun. 21, 2017 | Mar. 22, 2017 | Jan. 25, 2017 |
Equity [Abstract] | |||||
Market Price | $ 1.57 | $ 1.62 | $ 0.87 | $ 2.37 | $ 4.33 |
Exercise Price | $ 1.80 | $ 1.25 | $ 1.25 | $ 4.69 | $ 4.69 |
Risk-free interest rate | 1.88% | 1.66% | 1.75% | 1.95% | 1.95% |
Expected volatility | 55.50% | 172.29% | 134.21% | 125.58% | 124.02% |
Expected life in years | 4 years 6 months | 3 years 1 month 6 days | 5 years | 5 years 6 months | 5 years |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2017 | Oct. 12, 2017 | Jul. 07, 2017 | Jul. 05, 2017 | Jun. 16, 2017 | |
Exercise Price | $ 1.25 | $ 1.25 | |||
Warrants Issued | 21,855,000 | ||||
Warrants Exercised | (8,272,852) | ||||
Warrants Cancelled/Expired | (40,000) | ||||
Warrants | 13,542,148 | ||||
Private Placement Warrants[Member] | |||||
Description | Private Placement Warrants, issued January 25, 2017 | ||||
Classification | Equity | ||||
Exercise Price | $ 4.69 | ||||
Expiration Date | June 2,022 | ||||
Warrants Issued | 855,000 | ||||
Warrants Exercised | |||||
Warrants Cancelled/Expired | |||||
Warrants | 855,000 | ||||
RedPath Warrants[Member] | |||||
Description | RedPath Warrants, issued March 22, 2017 | ||||
Classification | Equity | ||||
Exercise Price | $ 4.69 | ||||
Expiration Date | September 2,022 | ||||
Warrants Issued | 100,000 | ||||
Warrants Exercised | |||||
Warrants Cancelled/Expired | |||||
Warrants | 100,000 | ||||
Pre-Funded Warrants [Member] | |||||
Description | Pre-Funded Warrants, issued June 21, 2017 | ||||
Classification | Liability | ||||
Exercise Price | $ 0.01 | $ 0.01 | $ 1.09 | ||
Expiration Date | None | ||||
Warrants Issued | 2,600,000 | ||||
Warrants Exercised | (2,600,000) | ||||
Warrants Cancelled/Expired | |||||
Warrants | |||||
Underwriter Warrants[Member] | |||||
Description | Underwriters Warrants, issued June 21, 2017 | ||||
Classification | Liability | ||||
Exercise Price | $ 1.32 | ||||
Expiration Date | December 2,022 | ||||
Warrants Issued | 575,000 | ||||
Warrants Exercised | |||||
Warrants Cancelled/Expired | (40,000) | ||||
Warrants | 535,000 | ||||
Base & Overallotment Warrants[Member] | |||||
Description | Base & Overallotment Warrants, issued June 21, 2017 | ||||
Classification | Equity | ||||
Exercise Price | $ 1.25 | ||||
Expiration Date | June 2,022 | ||||
Warrants Issued | 14,375,000 | ||||
Warrants Exercised | (5,672,852) | ||||
Warrants Cancelled/Expired | |||||
Warrants | 8,702,148 | ||||
Vendor Warrants[Member] | |||||
Description | Vendor Warrants, issued August 6, 2017 | ||||
Classification | Equity | ||||
Exercise Price | $ 1.25 | ||||
Expiration Date | August 2,020 | ||||
Warrants Issued | 150,000 | ||||
Warrants Exercised | |||||
Warrants Cancelled/Expired | |||||
Warrants | 150,000 | ||||
Warrants Issued [Member] | |||||
Description | Warrants issued october 12 2017 | ||||
Classification | Equity | ||||
Exercise Price | $ 1.80 | ||||
Expiration Date | April 2,022 | ||||
Warrants Issued | 3,200,000 | ||||
Warrants Exercised | |||||
Warrants Cancelled/Expired | |||||
Warrants | 3,200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 1.69 | $ 1.40 |
Share-based compensation aggregate fair value of option | $ 1,100 | $ 20 |
Weighted-average grant date fair value of options vested | $ 1.37 | |
Aggregate fair value of restricted stock units | $ 1,000 | $ 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate | 1.85% | 0.66% |
Expected life (years) | 4 years 10 months 25 days | 4 years 8 months 12 days |
Expected volatility | 142.42% | 145.71% |
Dividend yield |
Stock-Based Compensation - Sc70
Stock-Based Compensation - Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
RSUs | $ 65 | $ 109 |
Option | 995 | 22 |
Total stock-based compensation expense | $ 1,060 | $ 131 |
Stock-Based Compensation - Sc71
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares outstanding beginning balance | 190,551 | |
Shares granted | 1,422,658 | |
Shares exercised | ||
Shares forfeited or expired | (18,594) | |
Shares outstanding ending balance | 1,594,615 | 190,551 |
Shares exercisable ending balance | 697,922 | |
Shares vested and expected to vest | 1,541,848 | |
Weighted average grant price outstanding beginning balance | $ 25.80 | |
Weighted average grant price granted | 1.69 | $ 1.40 |
Weighted average grant price exercised | ||
Weighted average grant price forfeited or expired | 62.46 | |
Weighted average grant price outstanding ending balance | 3.87 | $ 25.80 |
Weighted average grant price exercisable ending balance | 6.83 | |
Weighted average grant price vested and expected to vest | $ 3.95 | |
Weighted average remaining contractual period outstanding beginning balance | 5 years 5 months 1 day | |
Weighted average remaining contractual period granted | 9 years 7 months 6 days | |
Weighted average remaining contractual period outstanding ending balance | 9 years 1 month 9 days | |
Weighted average remaining contractual period exercisable ending balance | 8 years 4 months 17 days | |
Weighted average remaining contractual period vested and expected to vest | 9 years 1 month 2 days | |
Aggregate instrinsic value outstanding beginning balance | $ 632 | |
Aggregate instrinsic value granted | 1 | |
Aggregate instrinsic value exercised | ||
Aggregate instrinsic value forfeited or expired | ||
Aggregate instrinsic value outstanding ending balance | 1 | $ 632 |
Aggregate instrinsic value exercisable ending balance | ||
Aggregate instrinsic value vested and expected to vest | $ 1 |
Stock-Based Compensation - Sc72
Stock-Based Compensation - Schedule of Non Vested Option Activity (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Non vested Shares outstanding beginning balance | shares | 73,217 |
Non vested Shares granted | shares | 1,422,658 |
Non vested Shares exercised | shares | (599,182) |
Non vested Shares forfeited or expired | shares | |
Non vested Shares outstanding ending balance | shares | 896,693 |
Non vested weighted average grant date fair value outstanding beginning balance | $ / shares | $ 1.37 |
Non vested weighted average grant date fair value granted | $ / shares | 1.49 |
Non vested weighted average grant date fair value exercised | $ / shares | 1.61 |
Non vested weighted average grant date fair value forfeited or expired | $ / shares | |
Non vested weighted average grant date fair value outstanding ending balance | $ / shares | $ 1.40 |
Stock-Based Compensation - Sc73
Stock-Based Compensation - Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Non vested Shares Granted | shares | 1,422,658 |
Non vested Shares Vested | shares | (599,182) |
Non vested Shares Forfeited | shares | |
Non vested Weighted Average Grant Date Fair Value Granted | $ / shares | $ 1.49 |
Non vested Weighted Average Grant Date Fair Value Vested | $ / shares | 1.61 |
Non vested Weighted Average Grant Date Fair Value Forfeited | $ / shares | |
Restricted Stock Units (RSUs) [Member] | |
Non vested Shares beginning balance | shares | 102,369 |
Non vested Shares Granted | shares | |
Non vested Shares Vested | shares | (34,019) |
Non vested Shares Forfeited | shares | (350) |
Non vested Shares ending balance | shares | 68,000 |
Non vested Weighted Average Grant Date Fair Value beginning balance | $ / shares | $ 2.49 |
Non vested Weighted Average Grant Date Fair Value Granted | $ / shares | |
Non vested Weighted Average Grant Date Fair Value Vested | $ / shares | 2.49 |
Non vested Weighted Average Grant Date Fair Value Forfeited | $ / shares | 2.30 |
Non vested Weighted Average Grant Date Fair Value Ending balance | $ / shares | $ 2.49 |
Non vested Average Remaining Vesting Period Beginning balance | 2 years 1 month 20 days |
Non vested Average Remaining Vesting Period Ending balance | 7 months 21 days |
Nonvested Aggregate Intrinsic Value Beginning balance | $ | $ 450 |
Nonvested Aggregate Intrinsic Value Granted | $ | |
Nonvested Aggregate Intrinsic Value Vested | $ | |
Nonvested Aggregate Intrinsic Value Forfeited | $ | |
Nonvested Aggregate Intrinsic Value Ending balance | $ | $ 69 |
Revenue Sources (Details narrat
Revenue Sources (Details narrative) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from continuing operations | 10.00% | 10.00% |
Medicare [Member] | ||
Revenue from continuing operations | 38.00% | 40.80% |
Revenue Sources - Schedule of R
Revenue Sources - Schedule of Revenue by Major Customers (Details narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Medicare Customer [Member] | ||
Revenue | $ 6,046 | $ 5,344 |
Commercial Payors Customer [Member] | ||
Revenue | 3,127 | 3,150 |
Client Billings Customer [Member] | ||
Revenue | 4,241 | 2,955 |
Medicare Advantage Customer [Member] | ||
Revenue | $ 2,217 | $ 1,170 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Jun. 21, 2017 | Oct. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of common stock issued, shares | 9,900,000 | ||||
Unrecognized tax benefits | $ 1,100,000 | $ 1,100,000 | |||
Income tax examination penalties and interest expense | 200,000 | 200,000 | |||
Income tax examination penalties and interest accrued | $ 2,800,000 | $ 2,600,000 | |||
US corporate tax percentage | 34.00% | 34.00% | |||
Tax Cuts and Jobs Act [Member] | |||||
US corporate tax percentage | 34.00% | ||||
Reduced income tax rate percentage | 21.00% | ||||
Deferred tax assets | $ 22,768,303 | ||||
Valuation allowance | $ 22,768,303 | ||||
Tax Cuts and Jobs Act [Member] | January 1, 2018 [Member] | |||||
US corporate tax percentage | 34.00% | ||||
Reduced income tax rate percentage | 21.00% | ||||
Five Equity Offerings [Member] | |||||
Number of common stock issued, shares | 26,000,000 | ||||
Domestic Tax Authority [Member] | |||||
Operating loss carryforwards | $ 152,100,000 | ||||
State and Local Jurisdiction [Member] | |||||
Operating loss carryforwards | $ 72,200,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (382) | $ (154) |
State | (13) | (8) |
Total current | (395) | (162) |
Federal | ||
State | ||
Total deferred | ||
Benefit from income taxes | $ (395) | $ (162) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Allowances and reserves | $ 7,539 | $ 9,715 |
Compensation | 693 | 1,292 |
Valuation allowance on deferred tax assets | (8,232) | (11,007) |
Deferred tax asset current | ||
State net operating loss carryforwards | 4,762 | 7,338 |
Federal net operating loss carryforwards | 31,943 | 51,685 |
Credit carryforward | 239 | 250 |
State taxes | 1,124 | 1,124 |
Property, plant and equipment | 637 | 1,464 |
Intangible assets | (4,865) | (8,411) |
Other reserves - restructuring | 5 | 19 |
Deferred revenue | 88 | 4 |
Valuation allowance on deferred tax assets | (33,933) | (53,473) |
Deferred tax asset non current | ||
Noncurrent deferred tax liabilities, net |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
State income tax rate, net of Federal tax benefit | 2.20% | 6.00% |
Meals and entertainment | (0.30%) | (0.30%) |
Contingent consideration | 8.60% | 42.40% |
Tax reform change | (174.70%) | |
Valuation allowance | 141.70% | (78.80%) |
Gain/Loss on extinguishment of debt | 0.116 | |
Other non-deductible | 0.00% | (3.30%) |
Discontinued operations allocation | 3.10% | 1.90% |
Net change in Federal and state reserves | ||
Effective tax rate | 3.00% | 1.90% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beggining balance | $ 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 ending balance | $ 1,117 | $ 1,117 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Years Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |
Open tax year | 2,013 |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |
Open tax year | 2,017 |
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 | 2,017 |
Historical Basic and Diluted 82
Historical Basic and Diluted Net Loss Per Share (Details Narrative) | Dec. 28, 2016shares |
Earnings Per Share [Abstract] | |
Reserve stock split of each common stock issued and outstanding | 10 |
Historical Basic and Diluted 83
Historical Basic and Diluted Net Loss Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 15,766,000 | 1,816,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 15,766,000 | 1,816,000 |
Historical Basic and Diluted 84
Historical Basic and Diluted Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive securities excluded from earning per share | 15,204,763 | 292,931 |
Option [Member] | ||
Antidilutive securities excluded from earning per share | 1,510,529 | 87,871 |
Stock-Settled Stock Appreciation Rights SARS [Member] | ||
Antidilutive securities excluded from earning per share | 84,086 | 102,691 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities excluded from earning per share | 68,000 | 102,369 |
Warrants [Member] | ||
Antidilutive securities excluded from earning per share | 13,542,148 |
Segment Information (Details Na
Segment Information (Details Narrative) - Integer | Dec. 22, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting [Abstract] | |||
Number of reportable segments | 1 | 1 | 1 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Apr. 18, 2017 | Mar. 22, 2017 | Mar. 22, 2017 | Dec. 23, 2016 | Oct. 31, 2014 | Apr. 18, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Interest expense, debt | $ 433,000 | $ 2,144,000 | |||||||
Debt conversion, converted instrument, amount | 11,643,000 | ||||||||
Extinguishment fair value loss | (4,278,000) | ||||||||
Senior Secured Convertible Note [Member] | |||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||||
Senior secured debt | $ 4,300,000 | $ 4,300,000 | |||||||
Exchanged Convertible Note and the Senior Secured Convertible Note [Member] | |||||||||
Embedded derivative, fair value of embedded derivative liability | 208,427 | ||||||||
Derivative, loss on derivative | 100,000 | ||||||||
Derivative liability | 0 | ||||||||
Debt issuance costs | 500,000 | ||||||||
RedPath Note [Member] | |||||||||
Repayment of debt | $ 1,330,000 | ||||||||
Debt instrument, face amount | $ 10,700,000 | 9,340,000 | 9,340,000 | ||||||
RedPath Note [Member] | Senior Secured Convertible Note [Member] | |||||||||
Debt instrument, face amount | $ 5,320,000 | $ 5,320,000 | |||||||
Senior secured debt | 2,300,000 | $ 2,300,000 | |||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | |||||||||
Debt instrument, face amount | 3,550,000 | 3,550,000 | 3,550,000 | ||||||
Debt conversion, converted instrument, amount | $ 3,550,000 | ||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | 3,795,429 | |||||||
RedPath Note [Member] | Exchanged Convertible Note [Member] | |||||||||
Extinguishment fair value loss | 4,300,000 | ||||||||
RedPath Note [Member] | Investor [Member] | |||||||||
Business combination cash acquired | $ 8,870,000 | ||||||||
RedPath Note [Member] | Investor [Member] | Senior Secured Non-Convertible Note [Member] | |||||||||
Debt instrument, face amount | $ 3,550,000 | $ 3,550,000 | |||||||
RedPath Note [Member] | Exchange Agreement [Member] | |||||||||
Repayment of debt | $ 1,330,000 | ||||||||
Debt instrument, face amount | $ 9,340,000 | ||||||||
RedPath Note [Member] | Exchange Agreement [Member] | Investor [Member] | |||||||||
Business combination cash acquired | $ 8,870,000 | ||||||||
RedPath Integrated Pathology, Inc [Member] | RedPath Note [Member] | |||||||||
Debt instrument, face amount | 9,340,000 | 9,340,000 | |||||||
RedPath Integrated Pathology, Inc [Member] | Note Payable [Member] | |||||||||
Interest expense, debt | 200,000 | 800,000 | |||||||
Fair value of debt | 9,300,000 | 9,300,000 | |||||||
Long-term debt | 7,900,000 | 7,900,000 | |||||||
Debt instrument, unamortized discount | $ 1,400,000 | $ 1,400,000 | |||||||
Maxim Group LLC [Member] | Senior Secured Convertible Note [Member] | |||||||||
Debt instrument, face amount | 8,850,000 | ||||||||
Cash fees paid | $ 600,000 | ||||||||
Payment of conversion fees percentage | 6.50% | ||||||||
RedPath Acquisition [Member] | |||||||||
Business combination, consideration transferred, liabilities incurred | $ 7,500,000 |
Supplemental Cash Flow Inform87
Supplemental Cash Flow Information - Schedule of Cash Flows Used in Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (2,291) | $ (2,000) |
Net cash used in investing activities of discontinued operations |
Supplemental Cash Flow Inform88
Supplemental Cash Flow Information - Schedule of Supplemental Disclosures of Noncash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Supplemental Cash Flow Elements [Abstract] | |||
Acquisition of property and equipment | $ 54 | ||
Tenant incentives recorded as part of deferred rent | 84 | ||
Settlement of the RedPath Note | [1] | (8,098) | |
Issuance of the Exchange Notes | [1] | 11,375 | |
Common shares issued in debt exchange (3,795,429 shares) | $ 11,643 | ||
[1] | Excludes approximately $732 of transaction fees which are included in loss on extinguishment of debt. |
Supplemental Cash Flow Inform89
Supplemental Cash Flow Information - Schedule of Supplemental Disclosures of Noncash Investing and Financing Activities (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Number of common stock issued in debt exchange | shares | 3,795,429 |
RedPath Note [Member] | |
Transaction fee | $ 732 |
Exchange Note [Member] | |
Transaction fee | $ 732 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | Mar. 15, 2018 | Dec. 31, 2017 |
Operating lease minimum lease payment | $ 774 | |
Subsequent Event [Member] | ||
Lease description | The Company entered into an agreement to extend its Pittsburgh lease through June 30, 2023. | |
Operating lease minimum lease payment | $ 2,500 |
Schedule II - Schedule of Valua
Schedule II - Schedule of Valuation and Qualifying Accounts Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Allowance for Doubtful Accounts [Member] | |||
Balance at Beginning of Period | $ 363 | $ 802 | |
Additions (Reductions) Charged to Operations | (363) | 899 | |
Deductions Other | [1] | (1,338) | |
Balance at end of Period | 363 | ||
Allowance for Notes Receivable [Member] | |||
Balance at Beginning of Period | 1,646 | 1,626 | |
Additions (Reductions) Charged to Operations | 20 | ||
Deductions Other | [1] | (777) | |
Balance at end of Period | 869 | 1,646 | |
Valuation Allowance, Other Tax Carryforward [Member] | |||
Balance at Beginning of Period | 64,480 | 56,868 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | (22,315) | 7,612 |
Balance at end of Period | $ 42,165 | $ 64,480 | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |