Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Interpace Diagnostics Group, Inc. | ||
Entity Central Index Key | 0001054102 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,050,548 | ||
Entity Common Stock, Shares Outstanding | 38,096,038 | ||
Trading Symbol | IDXG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 6,068 | $ 15,199 |
Accounts receivable, net | 9,483 | 3,437 |
Other current assets | 2,170 | 1,172 |
Total current assets | 17,721 | 19,808 |
Property and equipment, net | 837 | 654 |
Other intangible assets, net | 29,853 | 33,105 |
Other long-term assets | 31 | 31 |
Total assets | 48,442 | 53,598 |
Current liabilities: | ||
Accounts payable | 1,059 | 391 |
Accrued salary and bonus | 1,424 | 1,394 |
Other accrued expenses | 5,091 | 5,004 |
Current liabilities from discontinued operations | 918 | 1,302 |
Total current liabilities | 8,492 | 8,091 |
Contingent consideration | 2,693 | 1,349 |
Other long-term liabilities | 4,319 | 4,289 |
Total liabilities | 15,504 | 13,729 |
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; 28,767,344 and 27,900,806 shares issued, respectively; 28,694,275 and 27,836,456 shares outstanding, respectively | 287 | 278 |
Additional paid-in capital | 175,820 | 173,062 |
Accumulated deficit | (141,489) | (131,800) |
Treasury stock, at cost (73,069 and 64,350 shares, respectively) | (1,680) | (1,671) |
Total stockholders' equity | 32,938 | 39,869 |
Total liabilities and stockholders' equity | $ 48,442 | $ 53,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .01 | $ .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 | 28,767,344 | 27,900,806 |
Common stock, shares outstanding | 28,694,275 | 27,836,456 |
Treasury stock, shares | 73,069 | 64,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue, net | $ 21,896 | $ 15,897 |
Cost of revenue (excluding amortization of $3,252 and $3,253, respectively) | 10,197 | 7,358 |
Gross profit | 11,699 | 8,539 |
Operating expenses: | ||
Sales and marketing | 8,421 | 6,567 |
Research and development | 2,124 | 1,461 |
General and administrative | 8,499 | 9,153 |
Acquisition related amortization expense | 3,252 | 3,253 |
Change in fair value of contingent consideration | 1,522 | (5,602) |
Total operating expenses | 23,818 | 14,832 |
Operating loss | (12,119) | (6,293) |
Interest expense | (331) | (433) |
Loss on extinguishment of debt | (4,278) | |
Other income (expense), net | 263 | (2,128) |
Loss from continuing operations before tax | (12,187) | (13,132) |
Provision (benefit) for income taxes | 18 | (395) |
Loss from continuing operations | (12,205) | (12,737) |
Discontinued Operations | ||
Income from discontinued operations | 7 | 1,124 |
(Benefit) provision for income tax on discontinued operations | (9) | 603 |
Income from discontinued operations, net of tax | 16 | 521 |
Net loss | $ (12,189) | $ (12,216) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations | $ (0.43) | $ (0.81) |
From discontinued operations | 0 | 0.03 |
Net loss per basic and diluted share of common stock | $ (0.43) | $ (0.77) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 28,155,000 | 15,766,000 |
Diluted | 28,155,000 | 15,766,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Cost of revenue, amortization | $ 3,252 | $ 3,253 |
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] | Total |
Balance at Dec. 31, 2016 | $ 22 | $ (1,643) | $ 127,736 | $ (119,584) | $ 39,869 |
Balance, shares at Dec. 31, 2016 | 2,230,000 | 54,000 | |||
Common stock issued | |||||
Common stock issued, shares | 34 | ||||
Common stock issued through offering, net of expenses | $ 135 | 15,734 | |||
Common stock issued through offering, 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 | ||||
Treasury stock purchased | $ 10 | ||||
Treasury stock purchased, shares | (28,000) | ||||
Issuance of warrants, net of expenses | 7,212 | ||||
Reclass of warrant liability upon exercise of pre-funded warrants | 2,337 | ||||
Issuance of debt exchange warrants, vendor warrants, and other | 600 | ||||
Stock-based compensation expense | 1,060 | ||||
Net loss | (12,216) | (12,216) | |||
Adoption of ASC 606, see Note 3 | |||||
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 | |||
Common stock issued | $ 9 | 1,024 | |||
Common stock issued, shares | 867,000 | ||||
Common stock issued through offering, net of expenses | |||||
Common stock issued through offering, net of expenses, shares | |||||
Shares issued in debt exchange | |||||
Shares issued in debt exchange, shares | |||||
Exercise of warrants for cash, net of expenses | |||||
Exercise of warrants for cash, net of expenses, shares | |||||
Treasury stock purchased | $ 9 | (9) | |||
Treasury stock purchased, shares | 9,000 | ||||
Issuance of warrants, net of expenses | |||||
Reclass of warrant liability upon exercise of pre-funded warrants | |||||
Issuance of debt exchange warrants, vendor warrants, and other | |||||
Stock-based compensation expense | 1,734 | 1,390 | |||
Net loss | (12,189) | (12,189) | |||
Adoption of ASC 606, see Note 3 | 2,500 | 2,500 | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | $ 175,820 | $ (141,489) | $ 32,938 |
Balance, shares at Dec. 31, 2018 | 28,767,000 | 73,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (12,189) | $ (12,216) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,464 | 3,690 |
Interest accretion | 331 | 312 |
Provision for bad debt | 35 | |
Reversal of DOJ accrual | (350) | |
Amortization of debt issuance costs | 117 | |
Mark to market on warrants | 112 | 141 |
Mark to market on derivatives | 61 | |
Stock-based compensation | 2,270 | 1,060 |
Reversal of severance accrual | (2,034) | |
Non-employee share based payment | 216 | |
Warrants issued in RedPath settlement | 193 | |
Warrant issuance | 2,016 | |
Loss on extinguishment of debt | 4,278 | |
Change in fair value of contingent consideration | 1,522 | (5,602) |
Other gains and expenses, net | 5 | |
Other changes in assets and liabilities: | ||
Increase in accounts receivable | (3,546) | (1,228) |
(Increase) decrease in other current assets | (501) | 222 |
Decrease in other long-term assets | 220 | |
Increase (decrease) in accounts payable | 668 | (2,633) |
Increase (decrease) in accrued salaries and bonus | 30 | (1,395) |
Decrease in accrued liabilities | (402) | (2,751) |
(Decrease) increase in long-term liabilities | (82) | 223 |
Net cash used in operating activities | (8,673) | (15,263) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (449) | (29) |
Net cash used in investing activity | (449) | (29) |
Cash Flows From Financing Activities | ||
Payments of contingent consideration | (25) | |
Issuance of common stock, net of expenses | 23,081 | |
Exercise of warrants, net of expenses | 6,861 | |
Treasury stock purchased | (9) | (28) |
Net cash (used in) provided by financing activities | (9) | 29,889 |
Net (decrease) increase in cash and cash equivalents | (9,131) | 14,597 |
Cash and cash equivalents - beginning | 15,199 | 602 |
Cash and cash equivalents - ending | 6,068 | 15,199 |
Cash paid for taxes | 324 | 417 |
Cash paid for interest |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 develops and provides clinically useful molecular diagnostic tests and pathology services. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients at high risk of cancer using the latest technology to help provide personalized medicine and improve patient diagnosis and management. The Company’s tests and services provide mutational analysis of genomic material contained in suspicious cysts, nodules and lesions with the goal of better informing treatment decisions in patients at risk of thyroid, pancreatic, and other cancers. The molecular diagnostic tests the Company offers enable healthcare providers to better assess cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk. The Company currently has four commercialized molecular diagnostic tests in the marketplace for which it is receiving reimbursement: 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 receivables represent unconditional rights to consideration and 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 direct-bill payer. Prior to the adoption of ASC 606 on January 1, 2018, the Company recognized accounts receivable related to billings for Medicare, Medicare Advantage, and direct-bill payers on an accrual basis, net of contractual adjustment, when collectability was reasonably assured. Under ASC 606 accounts receivable is now recognized for all payer groups, net of contractual adjustment and net of estimated uncollectable amounts. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Other current assets Other current assets consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Indemnification assets $ 875 $ 875 Prepaid expenses 1,230 266 Other 65 31 Total other current assets $ 2,170 $ 1,172 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. 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; three 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 and amortization 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. 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 Recognition Prior to the Adoption of ASC 606 Historically, for the time periods through December 2017, the Company recognized revenue from services rendered when the following four revenue recognition criteria were met: persuasive evidence of an arrangement exists; services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured. The Company recognized revenue related to billings for Medicare, Medicare Advantage, and direct-bill payers on an accrual basis, net of contractual adjustment, when there was 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 direct-bill payers, which approximates the Medicare rate. For certain third-party payers that did not have established contractual reimbursement rates or a predictable pattern of collectability, including commercial insurance carriers and Medicaid, the Company believed that the fee was fixed or determinable and collectability was reasonably assured only upon request of third-party payer notification of payment or when cash is received, and recognized revenue at that time. Until a contract had 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 the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue was only recognized upon the earlier of payment notification or cash receipt. Accordingly, we recognized revenue from commercial insurance carriers, government programs, and certain direct-bill healthcare providers without contracts when payment was received. Revenue Recognition after the Adoption of ASC 606 Beginning January 1, 2018 under ASC 606, the Company began to recognize revenue for billings less contractual allowances and estimated uncollectable amounts for all payer groups on the accrual basis based upon a thorough analysis of historical receipts (see Note 2, Recent Accounting Standards The Company completed its analysis of the ASC 606 impact and incorporated further analysis of first quarter 2018 collections from its commercial payer base in finalizing its ASC 606 adjustments. The impact of recording the cumulative catch-up adjustment under the modified retrospective method was $2.5 million, recorded as an increase to opening retained earnings on January 1, 2018. Prior periods have not been retrospectively adjusted. The Company also finalized its analysis of modified internal controls over financial reporting and the disclosures required starting with Form 10-Q for the first quarter of 2018. Cost of services Cost of services consists primarily of the costs associated with operating our laboratories and other costs directly related to our 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, royalty 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 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 2018 and 2017, 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. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 2. Recent Accounting Standards Recently adopted standards Adoption of Accounting Standards Codification Topic 606 (“ASC 606”), “Revenue from Contracts with Customers” Effective January 1, 2018, the Company adopted ASC 606 which amends the guidance for the recognition of revenue from contracts with customers for the transfer of goods and services, by using the modified-retrospective method applied to any contracts that were not completed as of January 1, 2018. The results for the reporting period beginning after January 1, 2018, are presented in accordance with the new standard, although comparative information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. Upon adoption, the Company performed a comprehensive analysis of existing revenue arrangements as of January 1, 2018 following the five-step model outlined in ASC 606. Based on our analysis, we recorded a cumulative adjustment to opening accumulated deficit and an increase in accounts receivable of $2.5 million as of January 1, 2018. The cumulative impact was driven by a change in the timing of revenue recognition for certain payer categories and the related proprietary tests performed. The balance of accounts receivable related to the adjustment is approximately $0.6 million as of December 31, 2018. The following tables present the effect of the adoption of ASC Topic 606 on our consolidated balance sheet and statement of operations as of and for the year ended December 31, 2018: December 31, 2018 As reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) Accounts receivable, net $ 9,483 $ 8,346 $ 1,137 * Accumulated deficit (141,489 ) (143,989 ) (2,500 ) Statement of Operations: For the year ended December 31, 2018 As reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) Revenue, net $ 21,896 $ 21,243 $ 653 *Includes approximately $0.6 million of 2017 accounts receivable related to the adoption of ASC 606 as of January 1, 2018. Historically, for certain third-party payers that did not have established contractual reimbursement rates or a predictable pattern of collectability, including commercial insurance carriers, Medicaid and certain direct-bill payers (primarily hospitals, but also laboratories), the Company previously recognized revenues when the fee was fixed or determinable and collectability was reasonably assured, which was upon request of third-party payer notification of payment or when cash was received. Under the new standard, the Company estimates the variable consideration within the transaction price for all third-party payers and proprietary tests and recognizes revenue as the Company satisfies its performance obligations. In addition, the Company updated its estimates of the expected transaction price for its payer categories and related proprietary tests based on the variable consideration guidance in ASC 606. This consisted of updating the reimbursement rates realized by the Company’s proprietary tests based on historical amounts received by each payer category for the corresponding tests performed. Overall, other than an initial acceleration in the timing of our revenue recognition for certain payer categories, the adoption of this new standard will not have a significant impact on our reported total revenues and operating results as compared to amounts that would have been reported under the prior revenue recognition standard over our typical revenue cycle. Our accounting policies under the new standard were applied prospectively and are discussed further below. Revenue Recognition after adoption of ASC 606 Upon adoption of ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company derives its revenues from the performance of its proprietary tests. The Company’s performance obligation is fulfilled upon completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the proprietary tests performed. Revenue is recognized based on the estimated transaction price or net realizable value (“NRV”), which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. The Company regularly reviews the ultimate amounts received from the third-party payers and related estimated reimbursement rates and adjusts the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. Disaggregated Revenues We operate in a single operating segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, which is consistent with internal management reporting. For the years ended December 31, 2018 and December 31, 2017, substantially all of the Company’s revenues were derived from its molecular diagnostic tests. Financing and Payment Our payment terms vary by third-party payers and type of proprietary testing services performed. The term between invoicing and when payment is due is not significant. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. New standards not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Topic 842 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Leases are to be classified as either finance or operating leases, with such classification affecting the pattern or expense recognition in the statement of operations. 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 Company will adopt the provisions of Topic 842 in the first quarter of Fiscal 2019 using the alternative modified transition method, with a cumulative effect adjustment to the opening balance of retained earnings on the date of adoption, and prior periods not restated, as allowed under the provisions of Topic 842. The Company will also elect to use the practical expedients permitted under the transition guidance of Topic 842, which provides for the following: the carryforward of our historical lease classification, no requirement for reassessment of whether an expired or existing contract contains an embedded lease, no reassessment of initial direct costs for any leases that exist prior to the adoption of the new standard, and the election to consolidate lease and non-lease components. The Company is also electing to keep all leases with an initial term of 12 months or less off the balance sheet and to recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company is in the process of completing its assessment of calculating and recording the recognition of right-of-use assets, lease liabilities and related expense recognition. We estimate that based on our lease arrangements as of December 31, 2018, we anticipate between $2.0 million and $3.0 million of right-of-use lease assets and lease liabilities will be recognized on our consolidated balance sheet upon adoption, primarily relating to rentals of space for our corporate headquarters and laboratories. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 3. Liquidity As of December 31, 2018, the Company had cash and cash equivalents of $6.1 million, net accounts receivable of $9.5 million, total current assets of $17.7 million and total current liabilities of $8.5 million. For the year ended December 31, 2018, the Company had a net loss of $12.2 million and cash used in operating activities was $8.7 million. The Company does not expect to generate positive cash flows from operations for the year ending December 31, 2019. 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. In January 2019, the Company completed a public offering generating net proceeds of approximately $6.1 million to the Company. For more details, see Note 21, Subsequent Events In November 2018, the Company entered into up to a $4.0 million secured Line of Credit facility including a 3-year term loan for $850,000 with Silicon Valley Bank (“SVB”). The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has a three-year term. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. Term loan outstanding amounts incur interest at a rate per annum equal to the greater of the Wall Street Journal Prime Rate (the “Prime Rate”) and 5.00%. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. As of December 31, 2018, no amounts have been borrowed. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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. The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Accounts payable $ 192 $ 192 Other 726 1,110 Current liabilities from discontinued operations 918 1,302 Total liabilities $ 918 $ 1,302 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, 2018 | |
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, 2018 Fair Value Measurements Carrying Fair As of December 31, 2018 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 3,127 $ 3,127 $ - $ - $ 3,127 Other long-term liabilities: Warrant liability 360 360 - - 360 $ 3,487 $ 3,487 $ - $ - $ 3,487 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 In connection with the acquisition of certain assets from Asuragen, 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 June 21, 2017, the Company closed on a public offering 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 included 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 underlying agreement. Changes to the fair value of the warrant liabilities are recorded in Other expense, 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, 2017 Payments (1) Accretion Conversions Exercises Mark to Market December 31, 2018 Asuragen $ 1,581 $ (307 ) $ 331 $ - $ 1,522 $ 3,127 Underwriters Warrants 473 - - - (113 ) 360 $ 2,054 $ (307 ) $ 331 $ - $ 1,409 $ 3,487 (1) Royalty payments of $307,000 are reflected within Cash Flows from Operations. Certain of the Company’s non-financial assets, such as other intangible assets 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, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following as of December 31, 2018 and 2017: December 31, 2018 2017 Furniture and fixtures $ 62 $ 62 Office equipment 1,686 1,348 Computer equipment 172 115 Internal-use software 113 113 Leasehold improvements 175 175 Property and equipment 2,208 1,813 Less accumulated depreciation and amortization (1,371 ) (1,159 ) Net property and equipment $ 837 $ 654 Depreciation and amortization expense from continuing operations was approximately $0.2 million and $0.4 million for the years ended December 31, 2018 and 2017, respectively. There was no internal-use software amortization expense included in depreciation and amortization expense for either year. As of December 31, 2018, capitalized external-use software was fully amortized. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and December 31, 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 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 Accumulated Amortization $ (13,767 ) $ (10,515 ) Net Carrying Value $ 29,853 $ 33,105 Amortization expense was approximately $3.3 million for the years ended December 31, 2018 and 2017, respectively. Estimated amortization expense for the next five years is as follows: 2019 2020 2021 2022 2023 $ 3,252 $ 4,272 $ 4,908 $ 2,987 $ 2,987 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and December 31, 2017 was approximately $0.2 million, respectively, in both years. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017: December 31, 2018 December 31, 2017 Accrued royalties $ 1,399 $ 296 Indemnification liability 875 875 Contingent consideration 434 232 DOJ settlement - 500 Accrued professional fees 701 700 Taxes payable 285 515 Unclaimed property 565 565 All others 832 1,321 Total other accrued expenses $ 5,091 $ 5,004 Other long-term liabilities consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Warrant liability $ 360 $ 473 Uncertain tax positions 3,839 3,734 Other 120 82 Total other long-term liabilities $ 4,319 $ 4,289 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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 June 2023. 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, 2018 and 2017 was approximately $0.7 million and $0.7 million, respectively. As of December 31, 2018, 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: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,814 $ 613 $ 1,322 $ 879 $ - Contractual obligation - - - - - Total $ 2,814 $ 613 $ 1,322 $ 879 $ - 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. The Company could 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, 2018, 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 Integrated Pathology, Inc., (“RedPath”), the Company assumed a liability for the settlement agreement entered into by the former owners of RedPath with the Department of Justice (“DOJ”). Under the terms of the settlement agreement, the Company was 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 were due on March 31st following the calendar year in which the revenue milestones were achieved. The Company made payments totaling $0.5 million during the year ended December 31, 2017 related to fiscal 2016 and had accrued $0.5 million for its potential liability for fiscal 2017, the final year of the settlement agreement. During the second quarter of 2018, the Company entered into an agreement with the DOJ to settle in full the outstanding fiscal 2017 liability at approximately $0.15 million and paid this amount as the final settlement payment in July 2018. 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 Consolidated Statements of Operations and $0.5 million was recorded in discontinued operations. The Company had no severance obligations as of December 31, 2017. |
Preferred Stock and Equity Offe
Preferred Stock and Equity Offerings | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017, 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: First Registered Direct Offering Second Registered Direct Offering 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 % Confidentially Marketed Public Offering (CMPO) Redpath Warrants 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 % Senior Secured Convertible Note Underwriting Agreement On June 21, 2017, the Company successfully closed this offering (see Note 3, Liquidity) and, in summary, 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 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 $0.01 per warrant exercise price and all 2,600,000 common shares related to the warrants were issued for $26,000. The corresponding fair value of the warrants as of the date of exercise was $2.3 million and this 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 $960 thousand net of $72 thousand in underwriter discounts. Warrant for Investor Relations Services 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 0.00 % Base Warrant Exercise 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 0.00 % Other Exercises Additionally, during 2018 we issued 833,000 shares of common stock in connection with contracts for consulting services. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants | |
Warrants | 12. Warrants Warrants outstanding and warrant activity for the year ended December 31, 2018 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2017 Balance December 31, 2018 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 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 ) 535,000 535,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 8,702,148 Vendor Warrants, issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 3,200,000 21,855,000 (8,272,852 ) (40,000 ) 13,542,148 13,542,148 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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 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 2018 which vest one-third each year on the anniversary of the grant date. The Company granted stock options in 2017 which vested 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 graded 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, 2018 and December 31, 2017. December 31, 2018 December 31, 2017 Risk-free interest rate 2.71 % 1.85 % Expected life 6.0 years 4.9 years Expected volatility 127.18 % 142.42 % Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2018 was estimated to be $0.93. The weighted-average fair value of stock options granted during the year ended December 31, 2017 was estimated to be $1.49. There were no options or SARs exercised in 2018 or 2017. 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, 2018 and 2017 is as follows: 2018 2017 RSUs $ 301 $ 65 Options 1,433 995 Total stock-based compensation expense $ 1,734 $ 1,060 A summary of stock option and SARs activity for the year ended December 31, 2018, and changes during such year, is presented below: Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2018 1,594,615 $ 3.87 9.11 $ 1 Granted 1,320,000 1.04 9.51 - Exercised - Forfeited or expired (25,302 ) 54.40 Outstanding at December 31, 2018 2,889,313 2.14 8.83 - Exercisable at December 31, 2018 1,548,479 3.08 8.25 - Vested and expected to vest 2,825,153 1.99 9.03 - A summary of the status of the Company’s non-vested options for the year ended December 31, 2018, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 896,693 $ 1.40 Granted 1,320,000 0.93 Vested (875,859 ) 1.40 Forfeited - - Nonvested at December 31, 2018 1,340,834 $ 0.93 The aggregate fair value of SARs and options vested during the years ended December 31, 2018 and 2017 was $1.2 million and $1.1 million, respectively. The weighted-average grant date fair value of options vested during the year ended December 31, 2017 was $1.61. A summary of the Company’s non-vested shares of restricted stock units for the year ended December 31, 2018, and changes during such year, is presented below: Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2018 68,000 $ 2.49 0.64 $ 69 Granted 330,000 1.04 - - Vested (33,538 ) 2.50 - - Forfeited (2,265 ) 2.30 - - Nonvested at December 31, 2018 362,197 $ 1.17 1.37 $ 289,758 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2018 and 2017 was $0.1 million, respectively in both periods. As of December 31, 2018, there was approximately $1.1 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units. |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and December 31, 2017, revenue from Medicare was approximately 41% and 38% of total revenue, respectively. Years Ended December 31, Customer 2018 2017 Medicare $ 9,114 $ 6,046 Commercial Payors $ 4,079 $ 3,127 Client Billings $ 3,621 $ 4,241 Medicare Advantage $ 3,011 $ 2,217 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2018 and 2017 is comprised of the following: 2018 2017 Current: Federal $ (2 ) $ (382 ) State 19 (13 ) Total current 17 (395 ) Deferred: Federal - - State - - Total deferred - - Benefit from income taxes $ 17 $ (395 ) The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company’s recent operating results and projections of future income weighed heavily in the Company’s overall assessment. As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred tax assets at December 31, 2018 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, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets: Federal net operating loss carryforwards $ 40,158 $ 31,943 State net operating loss carryforwards 4,541 4,762 Compensation 1,100 693 Allowances and reserves 1,007 7,539 State taxes 794 1,124 Credit carryforward 233 239 Deferred revenue 89 88 Property, plant and equipment 16 637 Other Reserves-restructuring - 5 47,938 47,030 Deferred tax liability: Intangible assets (4,371 ) (4,865 ) Net Deferred tax assets 43,567 42,165 Less: valuation allowance (43,567 ) (42,165 ) Deferred tax asset-net valuation allowance $ - $ - The Company’s deferred tax asset and deferred tax liabilities are included within 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: 2018 2017 Federal statutory rate 21.0 % 34.0 % State income tax rate, net of Federal tax benefit 2.9 % 2.2 % Meals and entertainment (0.3 )% (0.3 )% Contingent consideration 0.0 % 8.6 % Tax reform change 0.0 % (174.7 )% Valuation allowance (23.7 )% 141.7 % Gain/Loss on extinguishment of debt 0.0 % (11.6 )% Other non-deductible (0.1 )% 0.0 % Discontinued operations allocation 0.0 % 3.1 % Net change in Federal and state reserves - - Effective tax rate (0.2 )% 3.0 % The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2018: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2017 $ 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 Additions for tax positions related to the current year - Additions for tax positions of prior years - Reductions for tax positions of prior years (323 ) Balance as of December 31, 2018 $ 794 As of December 31, 2018 and 2017, the total amount of gross unrecognized tax benefits was $0.8 million and $1.1 million, respectively. The decrease in unrecognized tax benefits is related to the change in tax rate from 34% to 21% and a reduction of the unrecognized tax benefit in the current year. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2018 and 2017 was $0.8 million and $1.1 million, respectively. 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, 2018 and 2017. At December 31, 2018 and 2017, accrued interest and penalties, net were $3.0 million and $2.8 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, 2018: Jurisdiction Tax Years Federal 2014 - 2018 State and Local 2013 - 2018 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, 2018. 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 for tax years beginning after December 31, 2017. 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. 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. The Company did not have any changes to provisional estimates. |
Historical Basic and Diluted Ne
Historical Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Historical Basic and Diluted Net Loss Per Share | 16. Historical Basic and Diluted Net Loss per Share A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2018 and 2017 is as follows: Years Ended December 31, 2018 2017 Basic weighted average number of common shares 28,155 15,766 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 28,155 15,766 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, 2018 2017 Options 2,831 1,511 Stock-settled stock appreciation rights (SARs) 59 84 Restricted stock units (RSUs) 362 68 Warrants 13,542 13,542 16,794 15,205 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
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 principally 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. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 18. Line of Credit On November 13, 2018, the Company and its subsidiaries entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), providing for up to $4.0 million of debt financing consisting of a term loan (the “Term Loan”) of up to $850,000 and a revolving line of credit based on its outstanding accounts receivable (the “Revolving Line”) of up to $4.0 million. The available amount of the Revolving Line will be reduced by the outstanding amount of the Term Loan. The Company intends to use the proceeds of the Term Loan for capital expenditures in connection with its laboratory expansion and the proceeds of the Revolving Line for working capital purposes. The Term Loan may be borrowed in up to two advances until March 31, 2019, unless there has been an event of default. Term Loan outstanding amounts bear interest at a rate per annum equal to the greater of the Wall Street Journal Prime Rate (the “Prime Rate”) and 5.00% and are repayable in 36 equal monthly installments of principal commencing on June 3, 2019 through and including April 1, 2022. In addition, the Company is required to pay a Term Loan final payment to SVB (the “Term Loan Final Payment”) equal to 5.0% of the original principal amount of all Term Loan advances at the earliest to occur of the maturity of the Term Loan, the prepayment of the Term Loan, or the acceleration of the Term Loan upon an event of default. The Company may prepay outstanding amounts of the Term Loan in whole, but not in part. Prepayment of the Term Loan requires payment of the Term Loan Final Payment and a Term Loan prepayment fee equal to 3.0% of the original principal amount of all Term Loan advances if prepaid in the first year of the SVB Loan Agreement, 2.0% of the original principal amount of the Term Loan advances if prepaid in the second year of the SVB Loan Agreement and 1.0% of the original principal amount of the Term Loan advances if paid in the third year of the SVB Loan Agreement. The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. The Revolving Line has a three year maturity. If the Company’s accounts receivable fail to satisfy certain financial requirements specified by the terms of the Revolving Loan, the Company may be required to repay the Revolving Loan in whole or in part. Upon termination of the SVB Loan Agreement or the termination of the Revolving Line for any reason prior to the Revolving Line maturity date, in addition to the payment of any other amounts then-owing, the Company is required to pay a Revolving Line termination fee in an amount equal to 3.0% of the Revolving Line if the termination occurs in the first year of the SVB Loan Agreement, 2.0% of the Revolving Line if the termination occurs in the second year of the SVB Loan Agreement and 1.0% of the Revolving Line if the termination occurs in the third year of the SVB Loan Agreement. The Revolving Line and the Term Loan are both secured by a first priority lien on all assets of the Company and its subsidiaries, except for intellectual property. The Company’s intellectual property may not be sold or encumbered without the Bank’s prior written consent (a negative pledge). The SVB Loan Agreement contains a number of affirmative and negative restrictive covenants that are applicable whether or not any amounts are outstanding under the SVB Loan Agreement. These restrictive covenants could adversely affect our ability to conduct our business. The SVB Loan Agreement also contains a number of customary events of default. No amounts are outstanding at December 31, 2018. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 19. Long-Term Debt On October 31, 2014, the Company and its subsidiary, Interpace Diagnostics, 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. The Company had no long-term debt as of December 31, 2018 or December 31, 2017, and has not incurred any long-term debt since the RedPath Debt Exchange. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information For The Years Ended December 31, 2018 2017 Net cash used in operating activities of discontinued operations $ (361 ) $ (2,291 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2018 2017 Operating Adoption of ASC 606 $ 2,500 $ - Prepaid stock grants issued to vendors $ 497 $ - Investing Acquisition of property and equipment $ - $ 54 Tenant incentives recorded as part of deferred rent $ - $ 84 Financing Settlement of the RedPath Note $ - $ (8,098 ) Issuance of the Exchange Notes $ - $ 11,375 Common shares issued in debt exchange $ - $ 11,643 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events On January 25, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to the issuance and sale of an aggregate of 9,333,334 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in an underwritten public offering. Pursuant to the Underwriting Agreement, the Company also granted Wainwright an option, exercisable for 30 days, to purchase an additional 1,400,000 shares of Common Stock. The option expired unexercised. The Firm Shares were offered to the public at a price of $0.75 per Share. Wainwright purchased the Firm Shares from the Company pursuant to the Underwriting Agreement at a price of $0.6975 per share. In addition, the Company issued to Wainwright’s designees warrants (the “Underwriter Warrants”) to purchase up to 654,334 shares of Common Stock (representing 7% of the aggregate number of Firm Shares), at an exercise price of $0.9375 per share (representing 125% of the public offering price). The Underwriter Warrants are exercisable immediately and expire three years from the date of issuance. The Company received net proceeds, after deducting underwriter discounts and commissions and other estimated expenses related to the offering, in the amount of approximately $6.1 million. The Company intends to use the net proceeds from the offering for working capital, capital expenditures, business development and research and development expenditures, and acquisition of new technologies and businesses. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | INTERPACE DIAGNOSTICS GROUP, INC. VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2018 AND 2017 ($ in thousands) Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2017 Allowance for doubtful accounts $ 363 (363 ) - $ - Allowance for doubtful notes $ 1,646 - (777 ) $ 869 Tax valuation allowance $ 64,480 - (22,315 ) $ 42,165 2018 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 42,165 - 1,402 $ 43,567 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 receivables represent unconditional rights to consideration and 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 direct-bill payer. Prior to the adoption of ASC 606 on January 1, 2018, the Company recognized accounts receivable related to billings for Medicare, Medicare Advantage, and direct-bill payers on an accrual basis, net of contractual adjustment, when collectability was reasonably assured. Under ASC 606 accounts receivable is now recognized for all payer groups, net of contractual adjustment and net of estimated uncollectable amounts. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. |
Other Current Assets | Other current assets Other current assets consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Indemnification assets $ 875 $ 875 Prepaid expenses 1,230 266 Other 65 31 Total other current assets $ 2,170 $ 1,172 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. 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; three 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 and amortization 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. |
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 Recognition | Revenue Recognition Prior to the Adoption of ASC 606 Historically, for the time periods through December 2017, the Company recognized revenue from services rendered when the following four revenue recognition criteria were met: persuasive evidence of an arrangement exists; services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured. The Company recognized revenue related to billings for Medicare, Medicare Advantage, and direct-bill payers on an accrual basis, net of contractual adjustment, when there was 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 direct-bill payers, which approximates the Medicare rate. For certain third-party payers that did not have established contractual reimbursement rates or a predictable pattern of collectability, including commercial insurance carriers and Medicaid, the Company believed that the fee was fixed or determinable and collectability was reasonably assured only upon request of third-party payer notification of payment or when cash is received, and recognized revenue at that time. Until a contract had 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 the absence of an agreement with the patient or other clearly enforceable legal right to demand payment, the related revenue was only recognized upon the earlier of payment notification or cash receipt. Accordingly, we recognized revenue from commercial insurance carriers, government programs, and certain direct-bill healthcare providers without contracts when payment was received. Revenue Recognition after the Adoption of ASC 606 Beginning January 1, 2018 under ASC 606, the Company began to recognize revenue for billings less contractual allowances and estimated uncollectable amounts for all payer groups on the accrual basis based upon a thorough analysis of historical receipts (see Note 2, Recent Accounting Standards The Company completed its analysis of the ASC 606 impact and incorporated further analysis of first quarter 2018 collections from its commercial payer base in finalizing its ASC 606 adjustments. The impact of recording the cumulative catch-up adjustment under the modified retrospective method was $2.5 million, recorded as an increase to opening retained earnings on January 1, 2018. Prior periods have not been retrospectively adjusted. The Company also finalized its analysis of modified internal controls over financial reporting and the disclosures required starting with Form 10-Q for the first quarter of 2018. |
Cost of Services | Cost of services Cost of services consists primarily of the costs associated with operating our laboratories and other costs directly related to our 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, royalty 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 |
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 2018 and 2017, 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. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Indemnification assets $ 875 $ 875 Prepaid expenses 1,230 266 Other 65 31 Total other current assets $ 2,170 $ 1,172 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effect of Adoption of ASC Topic 606 on Condensed Consolidated Balance Sheet and Statement of Operations | The following tables present the effect of the adoption of ASC Topic 606 on our consolidated balance sheet and statement of operations as of and for the year ended December 31, 2018: December 31, 2018 As reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) Accounts receivable, net $ 9,483 $ 8,346 $ 1,137 * Accumulated deficit (141,489 ) (143,989 ) (2,500 ) Statement of Operations: For the year ended December 31, 2018 As reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) Revenue, net $ 21,896 $ 21,243 $ 653 *Includes approximately $0.6 million of 2017 accounts receivable related to the adoption of ASC 606 as of January 1, 2018. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Accounts payable $ 192 $ 192 Other 726 1,110 Current liabilities from discontinued operations 918 1,302 Total liabilities $ 918 $ 1,302 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 Fair Value Measurements Carrying Fair As of December 31, 2018 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 3,127 $ 3,127 $ - $ - $ 3,127 Other long-term liabilities: Warrant liability 360 360 - - 360 $ 3,487 $ 3,487 $ - $ - $ 3,487 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 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2017 Payments (1) Accretion Conversions Exercises Mark to Market December 31, 2018 Asuragen $ 1,581 $ (307 ) $ 331 $ - $ 1,522 $ 3,127 Underwriters Warrants 473 - - - (113 ) 360 $ 2,054 $ (307 ) $ 331 $ - $ 1,409 $ 3,487 (1) Royalty payments of $307,000 are reflected within Cash Flows from Operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2018 and 2017: December 31, 2018 2017 Furniture and fixtures $ 62 $ 62 Office equipment 1,686 1,348 Computer equipment 172 115 Internal-use software 113 113 Leasehold improvements 175 175 Property and equipment 2,208 1,813 Less accumulated depreciation and amortization (1,371 ) (1,159 ) Net property and equipment $ 837 $ 654 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and December 31, 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 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 Accumulated Amortization $ (13,767 ) $ (10,515 ) Net Carrying Value $ 29,853 $ 33,105 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows: 2019 2020 2021 2022 2023 $ 3,252 $ 4,272 $ 4,908 $ 2,987 $ 2,987 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Accrued royalties $ 1,399 $ 296 Indemnification liability 875 875 Contingent consideration 434 232 DOJ settlement - 500 Accrued professional fees 701 700 Taxes payable 285 515 Unclaimed property 565 565 All others 832 1,321 Total other accrued expenses $ 5,091 $ 5,004 |
Schedule of Long Term Liabilities | Other long-term liabilities consisted of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Warrant liability $ 360 $ 473 Uncertain tax positions 3,839 3,734 Other 120 82 Total other long-term liabilities $ 4,319 $ 4,289 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | As of December 31, 2018, 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: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,814 $ 613 $ 1,322 $ 879 $ - Contractual obligation - - - - - Total $ 2,814 $ 613 $ 1,322 $ 879 $ - |
Preferred Stock and Equity Of_2
Preferred Stock and Equity Offerings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 0.00 % |
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 0.00 % |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the year ended December 31, 2018 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2017 Balance December 31, 2018 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 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 ) 535,000 535,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 8,702,148 Vendor Warrants, issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 3,200,000 21,855,000 (8,272,852 ) (40,000 ) 13,542,148 13,542,148 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and December 31, 2017. December 31, 2018 December 31, 2017 Risk-free interest rate 2.71 % 1.85 % Expected life 6.0 years 4.9 years Expected volatility 127.18 % 142.42 % 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, 2018 and 2017 is as follows: 2018 2017 RSUs $ 301 $ 65 Options 1,433 995 Total stock-based compensation expense $ 1,734 $ 1,060 |
Schedule of Stock Option Activity | A summary of stock option and SARs activity for the year ended December 31, 2018, and changes during such year, is presented below: Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2018 1,594,615 $ 3.87 9.11 $ 1 Granted 1,320,000 1.04 9.51 - Exercised - Forfeited or expired (25,302 ) 54.40 Outstanding at December 31, 2018 2,889,313 2.14 8.83 - Exercisable at December 31, 2018 1,548,479 3.08 8.25 - Vested and expected to vest 2,825,153 1.99 9.03 - |
Schedule of Non Vested Option Activity | A summary of the status of the Company’s non-vested options for the year ended December 31, 2018, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 896,693 $ 1.40 Granted 1,320,000 0.93 Vested (875,859 ) 1.40 Forfeited - - Nonvested at December 31, 2018 1,340,834 $ 0.93 |
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested shares of restricted stock units for the year ended December 31, 2018, and changes during such year, is presented below: Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2018 68,000 $ 2.49 0.64 $ 69 Granted 330,000 1.04 - - Vested (33,538 ) 2.50 - - Forfeited (2,265 ) 2.30 - - Nonvested at December 31, 2018 362,197 $ 1.17 1.37 $ 289,758 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | Years Ended December 31, Customer 2018 2017 Medicare $ 9,114 $ 6,046 Commercial Payors $ 4,079 $ 3,127 Client Billings $ 3,621 $ 4,241 Medicare Advantage $ 3,011 $ 2,217 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 is comprised of the following: 2018 2017 Current: Federal $ (2 ) $ (382 ) State 19 (13 ) Total current 17 (395 ) Deferred: Federal - - State - - Total deferred - - Benefit from income taxes $ 17 $ (395 ) |
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, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets: Federal net operating loss carryforwards $ 40,158 $ 31,943 State net operating loss carryforwards 4,541 4,762 Compensation 1,100 693 Allowances and reserves 1,007 7,539 State taxes 794 1,124 Credit carryforward 233 239 Deferred revenue 89 88 Property, plant and equipment 16 637 Other Reserves-restructuring - 5 47,938 47,030 Deferred tax liability: Intangible assets (4,371 ) (4,865 ) Net Deferred tax assets 43,567 42,165 Less: valuation allowance (43,567 ) (42,165 ) Deferred tax asset-net valuation allowance $ - $ - |
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: 2018 2017 Federal statutory rate 21.0 % 34.0 % State income tax rate, net of Federal tax benefit 2.9 % 2.2 % Meals and entertainment (0.3 )% (0.3 )% Contingent consideration 0.0 % 8.6 % Tax reform change 0.0 % (174.7 )% Valuation allowance (23.7 )% 141.7 % Gain/Loss on extinguishment of debt 0.0 % (11.6 )% Other non-deductible (0.1 )% 0.0 % Discontinued operations allocation 0.0 % 3.1 % Net change in Federal and state reserves - - Effective tax rate (0.2 )% 3.0 % |
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, 2018: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2017 $ 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 Additions for tax positions related to the current year - Additions for tax positions of prior years - Reductions for tax positions of prior years (323 ) Balance as of December 31, 2018 $ 794 |
Schedule of Tax Years Subject to Examination | The following tax years remain subject to examination as of December 31, 2018: Jurisdiction Tax Years Federal 2014 - 2018 State and Local 2013 - 2018 |
Historical Basic and Diluted _2
Historical Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 is as follows: Years Ended December 31, 2018 2017 Basic weighted average number of common shares 28,155 15,766 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 28,155 15,766 |
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, 2018 2017 Options 2,831 1,511 Stock-settled stock appreciation rights (SARs) 59 84 Restricted stock units (RSUs) 362 68 Warrants 13,542 13,542 16,794 15,205 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | For The Years Ended December 31, 2018 2017 Net cash used in operating activities of discontinued operations $ (361 ) $ (2,291 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2018 2017 Operating Adoption of ASC 606 $ 2,500 $ - Prepaid stock grants issued to vendors $ 497 $ - Investing Acquisition of property and equipment $ - $ 54 Tenant incentives recorded as part of deferred rent $ - $ 84 Financing Settlement of the RedPath Note $ - $ (8,098 ) Issuance of the Exchange Notes $ - $ 11,375 Common shares issued in debt exchange $ - $ 11,643 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, 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 2017 Allowance for doubtful accounts $ 363 (363 ) - $ - Allowance for doubtful notes $ 1,646 - (777 ) $ 869 Tax valuation allowance $ 64,480 - (22,315 ) $ 42,165 2018 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 42,165 - 1,402 $ 43,567 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) $ in Thousands | Dec. 22, 2015Integer | Dec. 31, 2018Integer | Jan. 02, 2018USD ($) |
Number of reportable segments | Integer | 1 | 1 | |
ASU Topic 606 [Member] | |||
Cumulative catch-up adjustment under modified retrospective method | $ | $ 2,500 | ||
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 | 3 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 Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Indemnification assets | $ 875 | $ 875 |
Prepaid expenses | 1,230 | 266 |
Other | 65 | 31 |
Total other current assets | $ 2,170 | $ 1,172 |
Recent Accounting Standards (De
Recent Accounting Standards (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Integer | Dec. 31, 2017USD ($) | |
Accounts receivable related to the adjustment | $ 3,546 | $ 1,228 |
Number of operating segment | Integer | 1 | |
Minimum [Member] | ||
Anticipated right-of-use lease assets and lease liabilities | $ 2,000 | |
Maximum [Member] | ||
Anticipated right-of-use lease assets and lease liabilities | 3,000 | |
Adoption of ASC Topic 606 [Member] | ||
Cumulative adjustment to opening accumulated deficit and increase of accounts receivable | 2,500 | |
Accounts receivable related to the adjustment | $ 600 |
Recent Accounting Standards - S
Recent Accounting Standards - Schedule of Effect of Adoption of ASC Topic 606 on Condensed Consolidated Balance Sheet and Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Accounts receivable, net | $ 9,483 | $ 3,437 | |
Accumulated deficit | (141,489) | $ (131,800) | |
Revenue, net | 21,896 | ||
Balances without Adoption of ASC 606 [Member] | |||
Accounts receivable, net | 8,346 | ||
Accumulated deficit | (143,989) | ||
Revenue, net | 21,243 | ||
Effect of Change Higher/(Lower) [Member] | |||
Accounts receivable, net | [1] | 1,137 | |
Accumulated deficit | (2,500) | ||
Revenue, net | $ 653 | ||
[1] | Includes approximately $0.6 million of 2017 accounts receivable related to the adoption of ASC 606 as of January 1, 2018. |
Recent Accounting Standards -_2
Recent Accounting Standards - Schedule of Effect of Adoption of ASC Topic 606 on Condensed Consolidated Balance Sheet and Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivables related to the adoption of ASC 606 | $ 9,483 | $ 3,437 |
Adoption of ASC 606 [Member] | ||
Accounts receivables related to the adoption of ASC 606 | $ 600 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) $ in Thousands | Nov. 13, 2018 | Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 6,068 | $ 15,199 | $ 602 | ||
Accounts receivable, net | 9,483 | 3,437 | |||
Total current assets | 17,721 | 19,808 | |||
Total current liabilities | 8,492 | 8,091 | |||
Net loss | 12,189 | 12,216 | |||
Net cash used in operating activities | 8,673 | 15,263 | |||
Public offering generating net proceeds | $ 29,900 | ||||
Line of credit facility | |||||
Silicon Valley Bank [Member] | |||||
Line of credit facility | $ 4,000 | $ 850 | |||
Line of credit facility term loan | 3 years | 3 years | |||
Line of credit facility, description | The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. The Revolving Line has a three year maturity. If the Company’s accounts receivable fail to satisfy certain financial requirements specified by the terms of the Revolving Loan, the Company may be required to repay the Revolving Loan in whole or in part. | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has a three-year term. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. | |||
Line of credit, percentage | 5.00% | 0.50% | |||
Silicon Valley Bank [Member] | Prime Rate [Member] | |||||
Line of credit, percentage | 5.00% | 5.00% | |||
Silicon Valley Bank [Member] | Maximum [Member] | |||||
Line of credit facility | $ 4,000 | ||||
January 31, 2019 [Member] | |||||
Public offering generating net proceeds | $ 6,100 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 192 | $ 192 |
Other | 726 | 1,110 |
Current liabilities from discontinued operations | 918 | 1,302 |
Total liabilities | $ 918 | $ 1,302 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Jun. 21, 2017shares |
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 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Reported Value Measurement [Member] | ||
Warrant liability | $ 361 | $ 473 |
Fair value of liabilities | 3,488 | 2,054 |
Fair Value Measurements [Member] | ||
Warrant liability | 361 | 473 |
Fair value of liabilities | 3,488 | 2,054 |
Level 1 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 2 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 3 [Member] | ||
Warrant liability | 361 | 473 |
Fair value of liabilities | 3,488 | 2,054 |
Asuragen [Member] | ||
Contingent consideration | 3,127 | 1,581 |
Asuragen [Member] | Fair Value Measurements [Member] | ||
Contingent consideration | 3,127 | 1,581 |
Asuragen [Member] | Level 1 [Member] | ||
Contingent consideration | ||
Asuragen [Member] | Level 2 [Member] | ||
Contingent consideration | ||
Asuragen [Member] | Level 3 [Member] | ||
Contingent consideration | $ 3,127 | $ 1,581 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($) | ||
Beginning Balance | $ 2,054 | |
Payments | (307) | [1] |
Accretion | 331 | |
Cancellation of Obligation/Conversions Exercises | ||
Adjustment to fair value/Mark to Market | 1,410 | |
Ending Balance | 3,488 | |
Underwriter Warrants[Member] | ||
Beginning Balance | 473 | |
Payments | [1] | |
Accretion | ||
Cancellation of Obligation/Conversions Exercises | ||
Adjustment to fair value/Mark to Market | (112) | |
Ending Balance | 361 | |
Asuragen [Member] | ||
Beginning Balance | 1,581 | |
Payments | (307) | [1] |
Accretion | 331 | |
Cancellation of Obligation/Conversions Exercises | ||
Adjustment to fair value/Mark to Market | 1,522 | |
Ending Balance | $ 3,127 | |
[1] | Royalty payments of $307,000 are reflected within Cash Flows from Operations. |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
Royalty payment | $ 307 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation and amortization expense | $ 200 | $ 400 |
Internal-Use Software [Member] | ||
Depreciation and amortization expense |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 62 | $ 62 |
Office equipment | 1,686 | 1,348 |
Computer equipment | 172 | 115 |
Internal-use software | 113 | 113 |
Leasehold improvements | 175 | 175 |
Property and equipment | 2,208 | 1,813 |
Less accumulated depreciation and amortization | (1,371) | (1,159) |
Property and equipment | $ 837 | $ 654 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,253 | $ 3,253 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-lived Intangible Assets, Accumulated Amortization | $ (13,767) | $ (10,515) |
Finite-lived Intangible Assets, Net Carrying Value | $ 29,853 | $ 33,105 |
Diagnostic Assets, Thyroid [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 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 | 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 | 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 | 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 - Sch_2
Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 3,252 |
2020 | 4,272 |
2021 | 4,908 |
2022 | 2,987 |
2023 | $ 2,987 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 200 |
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 Lo_3
Accrued Expenses and Other Long-Term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 1,399 | $ 296 |
Indemnification liability | 875 | 875 |
Contingent consideration | 434 | 232 |
DOJ settlement | 500 | |
Accrued professional fees | 701 | 700 |
Taxes payable | 285 | 515 |
Unclaimed property | 565 | 565 |
All others | 832 | 1,321 |
Total other accrued expenses | $ 5,091 | $ 5,004 |
Accrued Expenses and Other Lo_4
Accrued Expenses and Other Long-Term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 361 | $ 473 |
Uncertain tax positions | 3,838 | 3,734 |
Other | 120 | 82 |
Total other long-term liabilities | $ 4,319 | $ 4,289 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | ||||
Feb. 28, 2017USD ($) | Jan. 31, 2017Integer | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Operating lease expire date description | expire at various dates through June 2023 | ||||||||
Total expense | $ 700 | $ 700 | |||||||
Severance costs | $ 1,100 | ||||||||
General and administrative expense | 8,499 | 9,153 | |||||||
Employee Severance [Member] | |||||||||
Restructuring reserve | $ 3,100 | ||||||||
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 | ||||||||
Reversal expenses | $ 2,000 | ||||||||
General and administrative expense | 1,500 | ||||||||
General and administrative expense, discontinued operations | $ 500 | ||||||||
Continuing Operations [Member] | |||||||||
Severance costs | $ 500 | ||||||||
Continuing Operations [Member] | Employee Severance [Member] | |||||||||
Restructuring reserve | 2,200 | ||||||||
Discontinued Operations [Member] | Employee Severance [Member] | |||||||||
Restructuring reserve | $ 900 | ||||||||
Settlement Agreement [Member] | RedPath [Member] | |||||||||
Payments for legal settlements | $ 150 | 500 | |||||||
Loss contingency accrual, payments | $ 500 | ||||||||
Settlement Agreement [Member] | RedPath [Member] | Maximum [Member] | |||||||||
Litigation settlement, amount | $ 3,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, total | $ 2,814 |
Operating lease obligations, less than 1 year | 613 |
Operating lease obligations, 1 to 3 years | 1,322 |
Operating lease obligations, 3 to 5 years | 879 |
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 | 2,814 |
Operating leases future minimum, less than 1 year | 613 |
Operating leases future minimum, 1 to 3 years | 1,322 |
Operating leases future minimum, 3 to 5 years | 879 |
Operating leases future minimum, after 5 years |
Preferred Stock and Equity Of_3
Preferred Stock and Equity Offerings (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2017 | Jul. 07, 2017 | Jul. 05, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Apr. 18, 2017 | Mar. 22, 2017 | Feb. 08, 2017 | Jan. 25, 2017 | Jan. 06, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||
Net proceeds from equity offerings | $ 29,900 | |||||||||||||
Number of common stock issued, shares | 9,900,000 | |||||||||||||
Proceeds from issuance of common stock | 23,081 | |||||||||||||
Warrants to purchase shares of common stock | 875,000 | |||||||||||||
Fair value of warrants issued | $ 200 | 112 | 141 | |||||||||||
Option to purchase overallotment option, percentage | 4.00% | |||||||||||||
Warrant term | 3 years | |||||||||||||
Debt conversion, converted instrument, amount | $ 11,643 | |||||||||||||
Loss on conversion of convertible debt | 4,300 | |||||||||||||
Underwriters' overallotment option to purchase common stock | 1,875,000 | |||||||||||||
Warrant exercised | 1,700,000 | |||||||||||||
Warrant exercise price | $ 1.80 | $ 1.25 | $ 1.25 | $ 4.69 | $ 4.69 | |||||||||
Underwriters purchase common stock, value | $ 960 | |||||||||||||
Warrant expiring date | Aug. 31, 2020 | |||||||||||||
Warrants exercisable into common stock | 150,000 | |||||||||||||
Other (expense) income, net | $ 263 | $ (2,128) | ||||||||||||
Gross proceeds from warrant exercise | $ 2,100 | |||||||||||||
Number of common stock in connection with contracts for consulting services | 800,000 | |||||||||||||
Underwriter Discount [Member] | ||||||||||||||
Underwriters purchase common stock, value | $ 72 | |||||||||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||||||
Debt conversion, converted instrument, amount | $ 3,550 | |||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | |||||||||||||
Termination Agreement [Member] | RedPath Equityholder Representative [Member] | ||||||||||||||
Warrants to purchase shares of common stock | 100,000 | |||||||||||||
Common stock purchase price per share | $ 4.69 | |||||||||||||
Fair value of warrants issued | $ 190 | |||||||||||||
Warrant term | 5 years | |||||||||||||
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 | |||||||||||||
Second Registered Direct Offering [Member] | ||||||||||||||
Number of common stock issued, shares | 855,000 | |||||||||||||
Fair value of warrants issued | $ 1,670 | |||||||||||||
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 | |||||||||||||
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 | |||||||||||||
Option to purchase overallotment option, percentage | 9.00% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Number of common stock issued, shares | 867,000 | 34 | ||||||||||||
Warrants to purchase shares of common stock | 9,900,000 | |||||||||||||
Base Warrants [Member] | ||||||||||||||
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 | |||||||||||||
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 | |||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||
Number of common stock issued, shares | 2,600,000 | |||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | |||||||||||||
Fair value of warrants issued | $ 2,300 | |||||||||||||
Underwriting discount rate | 7.50% | |||||||||||||
Offering and over-allotment and reasonable out-of-pocket expenses | $ 100 | |||||||||||||
Warrant exercised | 2,600,000 | |||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||
Proceeds from warrants | $ 26,000 | |||||||||||||
Overallotment Warrants [Member] | ||||||||||||||
Number of common stock issued, shares | 1,875,000 | |||||||||||||
Fair value of warrants issued | $ 800 | |||||||||||||
4 Million Base Warrants [Member] | ||||||||||||||
Common stock purchase price per share | $ 1.25 | |||||||||||||
Proceeds from warrants | $ 5,000 | |||||||||||||
Other (expense) income, net | $ 2,000 | |||||||||||||
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 Of_4
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 |
Market Price | $ 1.57 | $ 1.62 | $ 0.87 | $ 2.37 | $ 4.33 |
Exercise Price | $ 1.80 | $ 1.25 | $ 1.25 | $ 4.69 | $ 4.69 |
Expected life in years | 4 years 6 months | 3 years 1 month 6 days | 5 years | 5 years 6 months | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants, Measurement Input | 1.88% | 1.66% | 1.75% | 1.95% | 1.95% |
Measurement Input, Expected Volatility [Member] | |||||
Warrants, Measurement Input | 55.50% | 172.29% | 134.21% | 125.58% | 124.02% |
Measurement Input, Expected Dividend Yield [Member] | |||||
Warrants, Measurement Input | 0.00% | 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, 2018 | Dec. 31, 2017 | Oct. 12, 2017 | Jul. 07, 2017 | Jul. 05, 2017 | Jun. 21, 2017 | Mar. 22, 2017 | Jan. 25, 2017 | |
Exercise Price | $ 1.80 | $ 1.25 | $ 1.25 | $ 4.69 | $ 4.69 | |||
Warrants Issued | 21,855,000 | |||||||
Warrants Exercised | (8,272,852) | |||||||
Warrants Cancelled/Expired | (40,000) | |||||||
Warrants | 13,542,148 | 13,542,148 | ||||||
Private Placement Warrants[Member] | ||||||||
Description | Private Placement Warrants, issued January 25, 2017 | |||||||
Classification | Equity | |||||||
Exercise Price | $ 4.69 | |||||||
Expiration Date | June 2022 | |||||||
Warrants Issued | 855,000 | |||||||
Warrants Exercised | ||||||||
Warrants Cancelled/Expired | ||||||||
Warrants | 855,000 | 855,000 | ||||||
RedPath Warrants[Member] | ||||||||
Description | RedPath Warrants, issued March 22, 2017 | |||||||
Classification | Equity | |||||||
Exercise Price | $ 4.69 | |||||||
Expiration Date | September 2022 | |||||||
Warrants Issued | 100,000 | |||||||
Warrants Exercised | ||||||||
Warrants Cancelled/Expired | ||||||||
Warrants | 100,000 | 100,000 | ||||||
Pre-Funded Warrants [Member] | ||||||||
Description | Pre-Funded Warrants, issued June 21, 2017 | |||||||
Classification | Liability | |||||||
Exercise Price | $ 0.01 | $ 0.01 | ||||||
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 2022 | |||||||
Warrants Issued | 575,000 | |||||||
Warrants Exercised | ||||||||
Warrants Cancelled/Expired | (40,000) | |||||||
Warrants | 535,000 | 535,000 | ||||||
Base & Overallotment Warrants [Member] | ||||||||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |||||||
Classification | Equity | |||||||
Exercise Price | $ 1.25 | |||||||
Expiration Date | June 2022 | |||||||
Warrants Issued | 14,375,000 | |||||||
Warrants Exercised | (5,672,852) | |||||||
Warrants Cancelled/Expired | ||||||||
Warrants | 8,702,148 | 8,702,148 | ||||||
Vendor Warrants [Member] | ||||||||
Description | Vendor Warrants, issued August 6, 2017 | |||||||
Classification | Equity | |||||||
Exercise Price | $ 1.25 | |||||||
Expiration Date | August 2020 | |||||||
Warrants Issued | 150,000 | |||||||
Warrants Exercised | ||||||||
Warrants Cancelled/Expired | ||||||||
Warrants | 150,000 | 150,000 | ||||||
Warrants Issued [Member] | ||||||||
Description | Warrants issued October 12, 2017 | |||||||
Classification | Equity | |||||||
Exercise Price | $ 1.80 | |||||||
Expiration Date | April 2022 | |||||||
Warrants Issued | 3,200,000 | |||||||
Warrants Exercised | ||||||||
Warrants Cancelled/Expired | ||||||||
Warrants | 3,200,000 | 3,200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 1.04 | $ 1.49 |
Share-based compensation aggregate fair value of option | $ 1,200 | $ 1,100 |
Weighted-average grant date fair value of options vested | $ 1.61 | |
Aggregate fair value of restricted stock units | $ 100 | $ 100 |
Total unrecognized compensation cost related to unvested stock options and restricted stock units | $ 1,100 | |
Stock Incentive Plan [Member] | ||
Share-based compensation arrangement by share-based payment award, description | 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 2018 which vest one-third each year on the anniversary of the grant date. The Company granted stock options in 2017 which vested 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 graded 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. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate | 2.71% | 1.85% |
Expected life | 6 years | 4 years 10 months 25 days |
Expected volatility | 127.18% | 142.42% |
Dividend yield |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
RSUs | $ 301 | $ 65 |
Option | 1,433 | 995 |
Total stock-based compensation expense | $ 1,734 | $ 1,060 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares outstanding beginning balance | 1,594,615 | |
Shares granted | 1,320,000 | |
Shares exercised | ||
Shares forfeited or expired | (25,302) | |
Shares outstanding ending balance | 2,889,313 | 1,594,615 |
Shares exercisable ending balance | 1,548,479 | |
Shares vested and expected to vest | 2,825,153 | |
Weighted average grant price outstanding beginning balance | $ 3.87 | |
Weighted average grant price granted | 1.04 | $ 1.49 |
Weighted average grant price exercised | ||
Weighted average grant price forfeited or expired | 54.40 | |
Weighted average grant price outstanding ending balance | 2.14 | $ 3.87 |
Weighted average grant price exercisable ending balance | 3.08 | |
Weighted average grant price vested and expected to vest | $ 1.99 | |
Weighted average remaining contractual period outstanding beginning balance | 9 years 1 month 9 days | |
Weighted average remaining contractual period granted | 9 years 6 months 3 days | |
Weighted average remaining contractual period exercised | 0 years | |
Weighted average remaining contractual period forfeited or expired | 0 years | |
Weighted average remaining contractual period outstanding ending balance | 8 years 9 months 29 days | |
Weighted average remaining contractual period exercisable ending balance | 8 years 2 months 30 days | |
Weighted average remaining contractual period vested and expected to vest | 9 years 11 days | |
Aggregate instrinsic value outstanding beginning balance | $ 1 | |
Aggregate instrinsic value granted | ||
Aggregate instrinsic value exercised | ||
Aggregate instrinsic value forfeited or expired | ||
Aggregate instrinsic value outstanding ending balance | $ 1 | |
Aggregate instrinsic value exercisable ending balance | ||
Aggregate instrinsic value vested and expected to vest |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Non Vested Option Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Non vested Shares outstanding beginning balance | shares | 896,693 |
Non vested Shares granted | shares | 1,320,000 |
Non vested Shares vested | shares | (875,859) |
Non vested Shares forfeited or expired | shares | |
Non vested Shares outstanding ending balance | shares | 1,340,834 |
Non vested weighted average grant date fair value outstanding beginning balance | $ / shares | $ 1.40 |
Non vested weighted average grant date fair value granted | $ / shares | 0.93 |
Non vested weighted average grant date fair value exercised | $ / shares | 1.40 |
Non vested weighted average grant date fair value forfeited or expired | $ / shares | |
Non vested weighted average grant date fair value outstanding ending balance | $ / shares | $ 0.93 |
Stock-Based Compensation - Sc_5
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, 2018USD ($)$ / sharesshares | |
Non vested Shares Granted | shares | 1,320,000 |
Non vested Shares Vested | shares | (875,859) |
Non vested Shares Forfeited | shares | |
Non vested Weighted Average Grant Date Fair Value Granted | $ / shares | $ 0.93 |
Non vested Weighted Average Grant Date Fair Value Vested | $ / shares | 1.40 |
Non vested Weighted Average Grant Date Fair Value Forfeited | $ / shares | |
Restricted Stock Units (RSUs) [Member] | |
Non vested Shares beginning balance | shares | 68,000 |
Non vested Shares Granted | shares | 330,000 |
Non vested Shares Vested | shares | (33,538) |
Non vested Shares Forfeited | shares | (2,265) |
Non vested Shares ending balance | shares | 362,197 |
Non vested Weighted Average Grant Date Fair Value beginning balance | $ / shares | $ 2.49 |
Non vested Weighted Average Grant Date Fair Value Granted | $ / shares | 1.04 |
Non vested Weighted Average Grant Date Fair Value Vested | $ / shares | 2.50 |
Non vested Weighted Average Grant Date Fair Value Forfeited | $ / shares | 2.30 |
Non vested Weighted Average Grant Date Fair Value Ending balance | $ / shares | $ 1.17 |
Non vested Average Remaining Vesting Period Beginning balance | 7 months 21 days |
Non vested Average Remaining Vesting Period Granted | 0 years |
Non vested Average Remaining Vesting Period Vested | 0 years |
Non vested Average Remaining Vesting Period Forfeited | 0 years |
Non vested Average Remaining Vesting Period Ending balance | 1 year 4 months 13 days |
Nonvested Aggregate Intrinsic Value Beginning balance | $ | $ 69 |
Nonvested Aggregate Intrinsic Value Granted | $ | |
Nonvested Aggregate Intrinsic Value Vested | $ | |
Nonvested Aggregate Intrinsic Value Forfeited | $ | |
Nonvested Aggregate Intrinsic Value Ending balance | $ | $ 289,758 |
Revenue Sources (Details Narrat
Revenue Sources (Details Narrative) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from continuing operations | 10.00% | 10.00% |
Medicare [Member] | ||
Revenue from continuing operations | 41.00% | 38.00% |
Revenue Sources - Schedule of R
Revenue Sources - Schedule of Revenue by Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 21,896 | $ 15,897 |
Medicare Customer [Member] | ||
Revenue | 9,114 | 6,046 |
Commercial Payors Customer [Member] | ||
Revenue | 4,079 | 3,127 |
Client Billings Customer [Member] | ||
Revenue | 3,621 | 4,241 |
Medicare Advantage Customer [Member] | ||
Revenue | $ 3,011 | $ 2,217 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jun. 21, 2017 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Net operating losses expiration term | If the federal net operating losses are not utilized, they begin to expire in 2028, and current state net operating losses not utilized begin to expire this year. | |||
Number of common stock issued, shares | 9,900,000 | |||
Unrecognized tax benefits | $ 800,000 | $ 1,100,000 | ||
Income tax examination penalties and interest expense | 200,000 | 200,000 | ||
Income tax examination penalties and interest accrued | $ 3,000,000 | $ 2,800,000 | ||
Income tax examination, description | The Tax Cuts and Jobs Act (the "TCJA") was enacted on December 22, 2017 and became effective for tax years beginning after December 31, 2017. 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. | |||
US corporate tax percentage | 21.00% | 34.00% | ||
Deferred tax assets | $ 22,768,303 | $ (8,232,000) | ||
Valuation allowance | 22,768,303 | $ (42,165,000) | ||
Five Equity Offerings [Member] | ||||
Number of common stock issued, shares | 26,000,000 | |||
Federal [Member] | ||||
Operating loss carryforwards | 186,700,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating loss carryforwards | $ 80,300,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (2) | $ (382) |
State | 19 | (13) |
Total current | 17 | (395) |
Federal | ||
State | ||
Total deferred | ||
Benefit from income taxes | $ 18 | $ (395) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 40,158 | $ 31,943 |
State net operating loss carryforwards | 4,541 | 4,762 |
Compensation | 1,100 | 693 |
Allowances and reserves | 1,007 | 7,539 |
State taxes | 794 | 1,124 |
Credit carryforward | 233 | 239 |
Deferred revenue | 89 | 88 |
Property, plant and equipment | 16 | 637 |
Other reserves - restructuring | 5 | |
Gross deferred tax assets | 47,938 | 47,030 |
Intangible assets | (4,371) | (4,865) |
Net Deferred tax assets | 43,567 | 42,165 |
Less: Valuation allowance | (43,567) | (42,165) |
Deferred tax asset-net valuation allowance |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 34.00% |
State income tax rate, net of Federal tax benefit | 2.90% | 2.20% |
Meals and entertainment | (0.30%) | (0.30%) |
Contingent consideration | 0.00% | 8.60% |
Tax reform change | 0.00% | (174.70%) |
Valuation allowance | (23.70%) | 141.70% |
Gain/Loss on extinguishment of debt | 0.00% | (11.60%) |
Other non-deductible | (0.10%) | 0.00% |
Discontinued operations allocation | 0.00% | 3.10% |
Net change in Federal and state reserves | ||
Effective tax rate | (0.20%) | 3.00% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beggining balance | $ 1,117 | $ 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 | (323) | |
Unrecognized tax benefits ending balance | $ 794 | $ 1,117 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Years Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Federal [Member] | Earliest Tax Year [Member] | |
Open tax year | 2014 |
Federal [Member] | Latest Tax Year [Member] | |
Open tax year | 2018 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Open tax year | 2013 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Open tax year | 2018 |
Historical Basic and Diluted _3
Historical Basic and Diluted Net Loss Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 28,155,000 | 15,766,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 28,155,000 | 15,766,000 |
Historical Basic and Diluted _4
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, 2018 | Dec. 31, 2017 | |
Antidilutive securities excluded from earning per share | 16,794,000 | 15,205,000 |
Options [Member] | ||
Antidilutive securities excluded from earning per share | 2,831,000 | 1,511,000 |
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive securities excluded from earning per share | 59,000 | 84,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities excluded from earning per share | 362,000 | 68,000 |
Warrants [Member] | ||
Antidilutive securities excluded from earning per share | 13,542,000 | 13,542,000 |
Segment Information (Details Na
Segment Information (Details Narrative) - Integer | Dec. 22, 2015 | Dec. 31, 2018 |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 1 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | Nov. 13, 2018 | Nov. 30, 2018 | Dec. 31, 2018 |
Line of credit | |||
SVB Loan Agreement [Member] | First Year [Member] | |||
Line of credit facility, description | 3.0% of the Revolving Line if the termination occurs in the first year of the SVB Loan Agreement. | ||
SVB Loan Agreement [Member] | Second Year [Member] | |||
Line of credit facility, description | 2.0% of the Revolving Line if the termination occurs in the second year of the SVB Loan Agreement. | ||
SVB Loan Agreement [Member] | Third Year [Member] | |||
Line of credit facility, description | 1.0% of the Revolving Line if the termination occurs in the third year of the SVB Loan Agreement. | ||
Silicon Valley Bank [Member] | |||
Line of credit | $ 4,000 | $ 850 | |
Liine of credit outstanding accounts receivable | $ 4,000 | ||
Line of credit, percentage | 5.00% | 0.50% | |
Line of credit installment decription | Repayable in 36 equal monthly installments of principal commencing on June 3, 2019 through and including April 1, 2022. | ||
Line of credit prepayment decription | The Company may prepay outstanding amounts of the Term Loan in whole, but not in part. Prepayment of the Term Loan requires payment of the Term Loan Final Payment and a Term Loan prepayment fee equal to 3.0% of the original principal amount of all Term Loan advances if prepaid in the first year of the SVB Loan Agreement, 2.0% of the original principal amount of the Term Loan advances if prepaid in the second year of the SVB Loan Agreement and 1.0% of the original principal amount of the Term Loan advances if paid in the third year of the SVB Loan Agreement. | ||
Line of credit facility, description | The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. The Revolving Line has a three year maturity. If the Company’s accounts receivable fail to satisfy certain financial requirements specified by the terms of the Revolving Loan, the Company may be required to repay the Revolving Loan in whole or in part. | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has a three-year term. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. | |
Line of credit, term | 3 years | 3 years | |
Silicon Valley Bank [Member] | Prime Rate [Member] | |||
Line of credit, percentage | 5.00% | 5.00% | |
Silicon Valley Bank [Member] | Term Loan [Member] | |||
Line of credit | $ 850 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Apr. 18, 2017 | Mar. 22, 2017 | Dec. 23, 2016 | Oct. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt conversion, converted instrument, amount | $ 11,643,000 | ||||||
Extinguishment fair value loss | (4,278,000) | ||||||
Senior Secured Convertible Note [Member] | |||||||
Senior secured debt | $ 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] | |||||||
Long-term debt | |||||||
RedPath Note [Member] | Senior Secured Convertible Note [Member] | |||||||
Debt instrument, face amount | $ 5,320,000 | ||||||
Senior secured debt | 2,300,000 | ||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | |||||||
Debt instrument, face amount | 3,550,000 | ||||||
Debt conversion, converted instrument, amount | $ 3,550,000 | ||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||
RedPath Note [Member] | Exchanged Convertible Note [Member] | |||||||
Extinguishment fair value loss | 4,300,000 | ||||||
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] | Note Payable [Member] | |||||||
Interest expense, debt | $ 200,000 | $ 800,000 | |||||
Fair value of debt | 9,300,000 | ||||||
Long-term debt | 7,900,000 | ||||||
Debt instrument, unamortized discount | $ 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 Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Disclosure of Cash flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (361) | $ (2,291) |
Net cash provided by investing activities of discontinued operations | ||
Adoption of ASC 606 | 2,500 | |
Prepaid stock grants issued to vendors | 497 | |
Acquisition of property and equipment | 54 | |
Tenant incentives recorded as part of deferred rent | 84 | |
Settlement of the RedPath Note | (8,098) | |
Issuance of the Exchange Notes | 11,375 | |
Common shares issued in debt exchange | $ 11,643 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 25, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | Oct. 12, 2017 | Jul. 31, 2017 | Jul. 05, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Mar. 22, 2017 | Jan. 25, 2017 |
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Number of warrants issued to purchase common stock | 875,000 | |||||||||
Exercise price of warrants | $ 1.80 | $ 1.25 | $ 1.25 | $ 4.69 | $ 4.69 | |||||
Proceeds from issuance from offering | $ 29,900 | |||||||||
Underwriter Warrants[Member] | ||||||||||
Number of warrants issued to purchase common stock | 2,600,000 | |||||||||
Exercise price of warrants | $ 1.32 | |||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | H.C. Wainwright & Co., LLC [Member] | ||||||||||
Number of shares sold in transaction | 9,333,334 | |||||||||
Common stock, par value | $ 0.01 | |||||||||
Number of options granted during period | 1,400,000 | |||||||||
Options exercisable term | 30 days | |||||||||
Purchase price of options | $ 0.75 | |||||||||
Sale of stock, price per share | $ 0.6975 | |||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | H.C. Wainwright & Co., LLC [Member] | Underwriter Warrants[Member] | ||||||||||
Number of warrants issued to purchase common stock | 654,334 | |||||||||
Percentage on aggregate number of firm shares issued | 7.00% | |||||||||
Exercise price of warrants | $ 0.9375 | |||||||||
Percentage on public offering price issued | 125.00% | |||||||||
Proceeds from issuance from offering | $ 6,100 |
Schedule II - Schedule of Valua
Schedule II - Schedule of Valuation and Qualifying Accounts Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Allowance for Doubtful Notes [Member] | |||
Balance at Beginning of Period | $ 363 | ||
Additions (Reductions) Charged to Operations | (363) | ||
Deductions Other | [1] | ||
Balance at end of Period | |||
Allowance for Notes Receivable [Member] | |||
Balance at Beginning of Period | 869 | 1,646 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | (777) | |
Balance at end of Period | 869 | 869 | |
Valuation Allowance, Other Tax Carryforward [Member] | |||
Balance at Beginning of Period | 42,165 | 64,480 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | 1,402 | (22,315) |
Balance at end of Period | $ 43,567 | $ 42,165 | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |