Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 17, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | INTERPACE BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001054102 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
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 Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 27,821,137 | ||
Entity Common Stock, Shares Outstanding | 4,043,673 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,321,000 | $ 6,068,000 |
Accounts receivable, net | 10,197,000 | 9,483,000 |
Other current assets | 3,851,000 | 2,170,000 |
Total current assets | 16,369,000 | 17,721,000 |
Property and equipment, net | 6,814,000 | 837,000 |
Other intangible assets, net | 33,501,000 | 29,853,000 |
Goodwill | 8,433,000 | |
Operating lease right of use assets | 3,892,000 | |
Other long-term assets | 42,000 | 31,000 |
Total assets | 69,051,000 | 48,442,000 |
Current liabilities: | ||
Accounts payable | 4,812,000 | 1,059,000 |
Accrued salary and bonus | 2,341,000 | 1,424,000 |
Other accrued expenses | 9,379,000 | 5,091,000 |
Current liabilities from discontinued operations | 766,000 | 918,000 |
Total current liabilities | 17,298,000 | 8,492,000 |
Contingent consideration | 2,391,000 | 2,693,000 |
Operating lease liabilities, net of current portion | 2,591,000 | |
Line of credit | 3,000,000 | |
Other long-term liabilities | 4,573,000 | 4,319,000 |
Total liabilities | 29,853,000 | 15,504,000 |
Commitments and contingencies (Note 12) | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 shares issued and outstanding | 26,172,000 | |
Stockholders' equity: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 3,932,370 and 2,876,734 shares issued, respectively; 3,920,589 and 2,869,427 shares outstanding, respectively | 393,000 | 287,000 |
Additional paid-in capital | 182,514,000 | 175,820,000 |
Accumulated deficit | (168,160,000) | (141,489,000) |
Treasury stock, at cost (11,781 and 7,307 shares, respectively) | (1,721,000) | (1,680,000) |
Total stockholders' equity | 13,026,000 | 32,938,000 |
Total liabilities and stockholders' equity | 42,879,000 | 48,442,000 |
Total liabilities, preferred stock and stockholders' equity | $ 69,051,000 | $ 48,442,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 270 | 270 |
Preferred stock, shares outstanding | 270 | 270 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,932,370 | 2,876,734 |
Common stock, shares outstanding | 3,920,589 | 2,869,427 |
Treasury stock, shares | 11,781 | 7,307 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net | $ 24,079 | $ 21,896 |
Cost of revenue (excluding amortization of $3,652 and $3,252, respectively) | 15,888 | 10,197 |
Gross profit | 8,191 | 11,699 |
Operating expenses: | ||
Sales and marketing | 11,116 | 8,421 |
Research and development | 2,810 | 2,124 |
General and administrative | 14,546 | 8,499 |
Acquisition related expense | 2,534 | |
Acquisition related amortization expense | 3,652 | 3,252 |
Change in fair value of contingent consideration | (44) | 1,522 |
Total operating expenses | 34,614 | 23,818 |
Operating loss | (26,423) | (12,119) |
Accretion expense | (440) | (331) |
Other income (expense), net | 196 | 263 |
Loss from continuing operations before tax | (26,667) | (12,187) |
(Benefit) provision for income taxes | (28) | 18 |
Loss from continuing operations, net of tax | (26,639) | (12,205) |
Less Preferred stock dividends | (429) | |
Loss from continuing operations attributable to common stockholders | (27,068) | (12,205) |
(Loss) income from discontinued operations, net of tax | (88) | 16 |
Net loss attributable to common stockholders | $ (27,156) | $ (12,189) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations | $ (7.23) | $ (4.33) |
From discontinued operations | (0.02) | |
Net loss per basic and diluted share of common stock | $ (7.25) | $ (4.33) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 3,746,000 | 2,816,000 |
Diluted | 3,746,000 | 2,816,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Amortization | $ 3,652 | $ 3,252 |
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, 2017 | $ 278 | $ (1,671) | $ 173,062 | $ (131,800) | $ 39,869 |
Balance, shares at Dec. 31, 2017 | 2,790 | 6 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 4 | ||||
Common stock issued through offering, net of expenses | |||||
Common stock issued through offering, net of expenses, shares | |||||
Treasury stock purchased | $ (9) | (9) | |||
Treasury stock purchased, shares | 1 | ||||
Stock-based compensation expense | 597 | 597 | |||
Adoption of ASC 606 | 2,500 | 2,500 | |||
Adoption of ASC 842 | |||||
Net loss | (3,193) | (3,193) | |||
Balance at Mar. 31, 2018 | $ 279 | $ (1,680) | 173,659 | (132,493) | 39,765 |
Balance, shares at Mar. 31, 2018 | 2,794 | 7 | |||
Balance at Dec. 31, 2017 | $ 278 | $ (1,671) | 173,062 | (131,800) | 39,869 |
Balance, shares at Dec. 31, 2017 | 2,790 | 6 | |||
Net loss | (12,189) | ||||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (141,489) | 32,938 |
Balance, shares at Dec. 31, 2018 | 2,877 | 7 | |||
Balance at Mar. 31, 2018 | $ 279 | $ (1,680) | 173,659 | (132,493) | 39,765 |
Balance, shares at Mar. 31, 2018 | 2,794 | 7 | |||
Common stock issued | $ 3 | 282 | 285 | ||
Common stock issued, shares | 33 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 419 | 419 | |||
Net loss | (1,917) | (1,917) | |||
Balance at Jun. 30, 2018 | $ 282 | $ (1,680) | 174,360 | (134,410) | 38,552 |
Balance, shares at Jun. 30, 2018 | 2,827 | 7 | |||
Common stock issued | $ 1 | 144 | 143 | ||
Common stock issued, shares | 10 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 374 | ||||
Dividends accrued | |||||
Net loss | (3,042) | (3,042) | |||
Balance at Sep. 30, 2018 | $ 283 | $ (1,680) | 174,878 | (137,452) | 35,372 |
Balance, shares at Sep. 30, 2018 | 2,837 | 7 | |||
Common stock issued | $ 4 | 598 | 594 | ||
Common stock issued, shares | 40 | ||||
Common stock issued through market sales, net of expenses | |||||
Common stock issued through market sales, net of expenses, shares | |||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 344 | 354 | |||
Dividends accrued | |||||
Net loss | (4,037) | (4,037) | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (141,489) | 32,938 |
Balance, shares at Dec. 31, 2018 | 2,877 | 7 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 9 | ||||
Common stock issued through offering, net of expenses | $ 94 | 5,868 | 5,962 | ||
Common stock issued through offering, net of expenses, shares | 933 | ||||
Treasury stock purchased | $ (32) | (32) | |||
Treasury stock purchased, shares | 3 | ||||
Stock-based compensation expense | 266 | 266 | |||
Adoption of ASC 606 | |||||
Adoption of ASC 842 | 55 | 55 | |||
Net loss | (3,419) | (3,419) | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (144,853) | 35,771 |
Balance, shares at Mar. 31, 2019 | 3,819 | 10 | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (141,489) | 32,938 |
Balance, shares at Dec. 31, 2018 | 2,877 | 7 | |||
Net loss | (26,727) | ||||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (168,160) | 13,026 |
Balance, shares at Dec. 31, 2019 | 3,932 | 12 | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (144,853) | 35,771 |
Balance, shares at Mar. 31, 2019 | 3,819 | 10 | |||
Common stock issued | $ 1 | 72 | 73 | ||
Common stock issued, shares | 10 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 205 | 205 | |||
Net loss | (5,220) | (5,220) | |||
Balance at Jun. 30, 2019 | $ 383 | $ (1,712) | 182,231 | (150,073) | 30,829 |
Balance, shares at Jun. 30, 2019 | 3,829 | 10 | |||
Common stock issued | |||||
Common stock issued, shares | |||||
Common stock issued through offering, net of expenses | |||||
Common stock issued through offering, net of expenses, shares | |||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 205 | 205 | |||
Dividends accrued | (75) | (75) | |||
Net loss | (7,362) | (7,362) | |||
Balance at Sep. 30, 2019 | $ 383 | $ (1,712) | 182,361 | (157,435) | 23,597 |
Balance, shares at Sep. 30, 2019 | 3,829 | 10 | |||
Common stock issued | |||||
Common stock issued, shares | 5 | ||||
Common stock issued through market sales, net of expenses | $ 10 | 218 | 228 | ||
Common stock issued through market sales, net of expenses, shares | 98 | ||||
Treasury stock purchased | $ (9) | (9) | |||
Treasury stock purchased, shares | 2 | ||||
Stock-based compensation expense | 289 | 289 | |||
Dividends accrued | (354) | (354) | |||
Net loss | (10,725) | (10,725) | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | $ 182,514 | $ (168,160) | $ 13,026 |
Balance, shares at Dec. 31, 2019 | 3,932 | 12 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities | ||
Net loss | $ (26,727) | $ (12,189) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,187 | 3,464 |
Interest accretion | 440 | 331 |
Bad debt expense | 499 | |
Reversal of DOJ accrual | (350) | |
Mark to market on warrants | (279) | 112 |
Stock-based compensation | 1,535 | 2,270 |
Deferred income taxes | 18 | |
Change in estimate on collectability of accounts receivable | 3,479 | |
Change in fair value of contingent consideration | (44) | 1,522 |
Other gains and expenses, net | 18 | |
Other changes in operating assets and liabilities: | ||
Increase in accounts receivable | (961) | (3,546) |
Decrease (increase) in other current assets | 129 | (501) |
Increase in other long-term assets | (11) | |
(Decrease) increase in accounts payable | (835) | 668 |
Increase in accrued salaries and bonus | 482 | 30 |
Decrease in accrued liabilities | (1,341) | (402) |
Increase (decrease) in long-term liabilities | 454 | (82) |
Net cash used in operating activities | (18,957) | (8,673) |
Cash Flows From Investing Activity | ||
Acquisition of Biopharma, net of cash acquired | (13,829) | |
Purchase of property and equipment | (131) | (449) |
Sale of property and equipment | 13 | |
Net cash used in investing activity | (13,947) | (449) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 6,478 | |
Issuance of preferred stock, net of expenses | 25,744 | |
Payment of Seller's note | (6,024) | |
Borrowings on Line of Credit | 3,000 | |
Cash paid for repurchase of restricted shares | (41) | (9) |
Net cash provided by (used in) financing activities | 29,157 | (9) |
Net decrease in cash and cash equivalents | (3,747) | (9,131) |
Cash and cash equivalents - beginning of year | 6,068 | 15,199 |
Cash and cash equivalents - end of year | $ 2,321 | $ 6,068 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | 1. Nature of Business and Significant Accounting Policies Nature of Business Interpace Biosciences, Inc. (the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs with the goals of delivering safer, more effective drugs to market more quickly, and improving patient care. 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 Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. 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. The Company has one reporting segment: the Company’s business of developing and selling clinical services and pharma services. 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. Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. The Company’s issued and outstanding stock decreased from 39,205,895 to 3,920,589 and 28,694,275 to 2,869,427 at December 31, 2019 and 2018, respectively. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. 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, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s diagnostic 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. 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. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. Other current assets Other current assets consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Indemnification asset $ - $ 875 Lab supply inventory 1,825 - Prepaid expenses 971 1,230 Funds in escrow 888 - Other 167 65 Total other current assets $ 3,851 $ 2,170 Property and Equipment, net 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 7, Property and Equipment 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 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. Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, 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. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. During 2019, the Company recorded a reduction to revenue of $3.5 million due to a change in estimate of the amounts to be collected from 2018 services. For its pharma services, performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Project level fee revenue is recognized ratably over the life of the contract. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. These are for study services and setup management. Deferred revenue from pharma services contracts is recorded at fair value and represents payments received in advance of services rendered. Cost of revenue Cost of revenue 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 15, 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. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 9, Leases 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 2019 and 2018, 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. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition On July 15, 2019, the Company entered into an Asset Purchase Agreement to acquire certain assets and assumed certain liabilities relating to Cancer Genetics, Inc.’s (“CGI”) biopharma business (“BioPharma”) for $23.5 million less certain closing adjustments of $1.98 million (the “Base Purchase Price”). At the closing the Company used the proceeds from an initial tranche of preferred stock financing and paid $13.8 million. Additionally, the Company issued a subordinated seller note to CGI in the amount of $7,692,300. The BioPharma business (presently known as Interpace Pharma Solutions, Inc. or “pharma services”) provides pharmaceutical and biotech companies and non-profit entities performing clinical trials with lab testing services for patient stratification and treatment selection through an extensive suite of molecular and biomarker-based testing services, DNA- and RNA- extraction and customized assay development and trial design consultation. The Base Purchase Price was subject to two additional adjustments following the closing: for the finalized net worth (assets less liabilities) of BioPharma as of June 30, 2019 (the “NWA”), subject to a cap of $775,000, and for certain older accounts receivable, in the aggregate amount of approximately $830,000, still uncollected as of December 31, 2019 (the “ARA”). Any amounts due to the Company under the NWA were to be set off against the Excess Consideration Note and any amounts due to the Company under the ARA were to be either set off against the Excess Consideration Note or, if it is no longer outstanding, satisfied through an AR Holdback (as defined in the Asset Purchase Agreement) mechanism, in each case as further set forth in the Asset Purchase Agreement. Additionally, an indemnification holdback of $735,000 was established as an offset for any potential claims against the Company related to the transaction. The expiration period for the notification of any third-party claims was set at January 15, 2020. On October 18, 2019, a payment of $6,024,489 was made in settlement of the note less remaining holdbacks of $887,858, $735,000 for the Indemnification Holdback and $152,858 for the remaining AR Holdback. As of April 21, 2020, the Company is obligated to pay CGI an additional $735,000 for funds withheld from the Excess Consideration Note to satisfy indemnification obligations under the Asset Purchase Agreement. The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. In connection with the transaction, the Company has preliminarily recorded $8.3 million of goodwill and $7.3 million of finite lived intangible assets. Finite lived intangible assets have a combined weighted-average amortization period of 8.4 years, which consists of ten years for tradenames and eight years for customer relationships. Goodwill results largely from a trained workforce in place and expected synergies from new lines of business. Goodwill recorded in conjunction with the acquisition is deductible for income tax purposes. See Note 8, Goodwill and Other Intangible Assets, The reconciliation of consideration given for BioPharma to the preliminary allocation of the purchase price of assets and liabilities acquired based on their relative fair values is as follows: Cash $ 13,829 Subordinated note payable 6,822 Total consideration $ 20,651 Assets acquired Accounts receivable $ 3,731 Accrued revenue 289 Lab supplies 877 Prepaid expenses 266 Property and equipment 6,412 Operating lease assets 2,187 Acquired identifiable intangible assets: Trademarks and trade name 1,600 Customer relationships 5,700 Total acquired identifiable intangible assets 7,300 Goodwill 8,273 Total assets acquired 29,335 Liabilities assumed Accounts payable (4,535 ) Accrued liabilities (435 ) Deferred revenue (1,076 ) Operating lease liabilities (2,187 ) Finance lease liabilities (451 ) Total liabilities assumed (8,684 ) Net assets acquired $ 20,651 The estimated fair values of assets acquired and liabilities assumed are considered preliminary and are based on the most recent information available. The provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but no later than one-year from the acquisition date. The following unaudited pro forma consolidated revenues for year ended December 31, 2019 and 2018 assume that the Company had acquired Biopharma Solutions as of January 1, 2018. The pro forma revenues include estimates and assumptions which management believes are reasonable. However, pro forma revenues are not necessarily indicative of the revenues that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future revenues. Years Ended December 31, December 31, 2019 2018 Revenue $ 31,722 $ 37,218 The BioPharma business had not historically been accounted for as a separate entity, subsidiary or division of CGI. In addition, stand-alone financial statements related to BioPharma have not been prepared previously as CGI’s financial system was not designed to provide complete financial information of BioPharma. Therefore, the Company was not able to estimate the pro forma impact to net loss or the net loss per share of BioPharma for the years ended December 31, 2019 and 2018. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 3. Recent Accounting Standards Recently adopted standards 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. We adopted this new standard as of January 1, 2019, by using the alternative modified transition method. See Note 9, Leases Standards not yet effective In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted and applied prospectively. Management is evaluating ASU 2017-04 to determine the impact on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. This ASU is required to be adopted using the modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance of this ASU is effective. Based upon the level and makeup of our financial asset portfolio, past loan loss activity and current known activity regarding our outstanding loans, we do not expect that this ASU will have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) (ASU 2017-04). ASU 2017-04 eliminates step two from the goodwill impairment test, thereby eliminating the requirement to calculate the implied fair value of a reporting unit. ASU 2017-04 will require us to perform our annual goodwill impairment test by comparing the fair value of our reporting units to the carrying value of those units. If the carrying value exceeds the fair value, we will be required to recognize an impairment charge; however, the impairment charge should not exceed the amount of goodwill allocated to such reporting unit. ASU 2017-04 is required to be implemented on a prospective basis for fiscal years beginning after December 15, 2019. We do not expect that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 4. Liquidity As of December 31, 2019, the Company had cash and cash equivalents of $2.3 million, net accounts receivable of $10.2 million, total current assets of $16.4 million and total current liabilities of $17.3 million. For the year ended December 31, 2019, the Company had a net loss of $26.7 million and cash used in operating activities was $19.0 million. We do not expect to generate positive cash flows from operations for the year ending December 31, 2020. We intend to meet our ongoing capital needs by using our available cash, proceeds under the Securities Purchase and Exchange Agreement, additional borrowings under the Line of Credit as well as increasing our line of credit limit by an additional $4 million as a result of the additional accounts receivable acquired in July 2019 as part of our acquisition of pharma services (which requires a modification to the bank agreement and approval by SVB, as well as approval by our preferred shareholders), revenue growth and margin improvement, collecting accounts receivable, containing costs as well as exploring other financing options. Management believes that the Company has sufficient cash on hand and available to sustain operations through at least April 23, 2021. However, there is no guarantee that additional capital can be raised to fund our future operations. In September 2019, we entered into the Equity Distribution Agreement (the “Agreement”) with Oppenheimer & Co. Inc., as sales agent (the “Agent”), pursuant to which we may, from time to time, issue and sell shares of our common stock in an aggregate offering price of up to $4.8 million through the Agent. See Note 13, Equity, In January 2020, we sold 20,000 preferred shares to investors, led by 1315 Capital, for net proceeds of approximately $19.5 million. 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, 2019, $3.0 million was outstanding. See Note 21, Subsequent Events During April 2020, the Company applied for various federal stimulus loans, grants and advances made available under Title 1 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, including an approximate $3.5 million loan request under the Small Business Administration (SBA) Paycheck Protection Program (PPP), an approximate $0.65 million grant from the Department of Health and Human Services (HSS), and approximately $2.1 million in advances under the Centers for Medicare & Medicaid Services (CMS) accelerated and advance payment program. Each of these loans, grants and advances require certain certifications by the Company and impose specific limitations on the use of the proceeds. As of April 21, 2020, we received $2.1 million in advances under the CMS accelerated and advance payment program, as well as the $0.65 million HSS grant. The CMS advance will be offset against future Medicare billings of the Company, and the HSS grant is subject to certain conditions regarding its use, including developing coronavirus and serology tests. There is no guarantee that any other loans, grants or advances will be approved. As of April 21, 2020, the Company’s PPP loan has not yet been approved, pending new legislation increasing the pool. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. If the Company is successful in obtaining a PPP loan, we intend to use the proceeds for purposes consistent with the PPP and expect to meet the conditions for forgiveness of the loan. As of April 21, 2020 we have approximately $18.4 million of cash on hand. Also as of April 21, 2020, the Company has no further availability on its credit facility, but is in the process of completing an agreement with SVB to expand the credit facility from $4.0 million to $8.0 million. No assurance can be given that such an expansion agreement will be entered into. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. 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, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Accounts payable $ - $ 192 Accrued liabilities 766 726 Current liabilities from discontinued operations 766 918 Total liabilities $ 766 $ 918 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, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 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 361 361 - - 361 $ 3,488 $ 3,488 $ - $ - $ 3,488 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. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2018 Payments Accretion Conversions Exercises Mark to Market December 31, 2019 Asuragen $ 3,127 $ (630 ) $ 440 $ - $ (44 ) $ 2,893 Underwriters Warrants 361 - - - (279 ) 82 $ 3,488 $ (630 ) $ 440 $ - $ (323 ) $ 2,975 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, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Furniture and fixtures $ 242 $ 62 Lab and office equipment 6,353 1,686 Computer equipment 339 172 Internal-use software 1,276 113 Leasehold improvements 506 175 Property and equipment 8,716 2,208 Less accumulated depreciation and amortization (1,902 ) (1,371 ) Net property and equipment $ 6,814 $ 837 Depreciation and amortization expense from continuing operations was approximately $0.5 million and $0.2 million for the years ended December 31, 2019 and 2018, respectively. There was internal-use software amortization expense included in depreciation and amortization expense in 2019 of approximately six thousand. As of December 31, 2019, capitalized external-use software was fully amortized. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill is attributable to the acquisition of the Biopharma business from CGI in July 2019. The carrying value of the intangible assets acquired was $15.6 million, with goodwill of approximately $8.3 million and identifiable intangible assets of approximately $7.3 million. The goodwill balance at December 31, 2019 was $8.4 million. The net carrying value of the identifiable intangible assets as of December 31, 2019 and December 31, 2018 is as follows: As of As of Life Carrying Carrying (Years) Amount Amount 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 BioPharma acquisition: Trademarks 10 1,600 - Customer relationships 8 5,700 - CLIA Lab 2.3 $ 609 $ 609 Total $ 50,920 $ 43,620 Accumulated Amortization $ (17,419 ) $ (13,767 ) Net Carrying Value $ 33,501 $ 29,853 The following table displays a roll forward of the carrying amount of goodwill from January 1, 2018 to December 31, 2019: Carrying Amount Balance as of January 1, 2018 $ - Balance as of December 31, 2018 - Goodwill acquired 8,273 Adjustments 160 Balance as of December 31, 2019 $ 8,433 Amortization expense was approximately $3.7 million and $3.3 million for the years ended December 31, 2019 and 2018, respectively. Estimated amortization expense for the next five years is as follows: 2020 2021 2022 2023 2024 $ 5,145 $ 5,781 $ 3,859 $ 3,859 $ 3,149 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a ROU model that requires a lessee to record a ROU asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Effective January 1, 2019, the Company adopted the provisions of Topic 842 using the alternative modified transition method, with a cumulative effect adjustment to the opening balance of accumulated deficit on the date of adoption, and prior periods not restated, as allowed under the provisions of Topic 842. The Company also elected to use the practical expedients permitted under the transition guidance of Topic 842, which provides for the following: the carryforward of the Company’s 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 also elected to keep all leases with an initial term of 12 months or less off the balance sheet. The Company recorded $2.4 million of right-of-use lease assets and $2.5 million of lease liabilities upon adoption, primarily relating to rentals of space for our corporate headquarters and laboratories, as well as equipment leases, all under operating leases. In addition, the Company recorded a cumulative adjustment to opening accumulated deficit of $0.1 million. With the acquisition of the Biopharma business of CGI in 2019, the Company added $2.2 million of operating lease assets and liabilities and $0.5 million of finance lease assets and liabilities to its balance sheet. Finance lease assets are included in fixed assets, net of accumulated depreciation. The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Classification on the Balance Sheet December 31, 2019 Assets Financing lease assets Property and equipment, net $ 998 Operating lease assets Operating lease right of use assets 3,892 Total lease assets $ 4,890 Liabilities Current Financing lease liabilities Other accrued expenses $ 184 Operating lease liabilities Other accrued expenses 1,321 Total current lease liabilities $ 1,505 Noncurrent Financing lease liabilities Other long-term liabilities 123 Operating lease liabilities Operating lease liabilities, net of current portion 2,591 Total long-term lease liabilities 2,714 Total lease liabilities $ 4,219 The weighted average remaining lease term for the Company’s operating leases was 2.7 years as of December 31, 2019 and the weighted average discount rate for those leases was 6.0%. The Company’s operating lease expenses are recorded within cost of revenue and general and administrative expenses. The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2019: Operating Leases Financing Leases 2020 1,472 226 2021 1,295 120 2022 1,223 13 2023 344 - Total minimum lease payments 4,334 359 Less: amount of lease payments representing effects of discounting 418 52 Present value of future minimum lease payments 3,916 307 Less: current obligations under leases 1,321 184 Long-term lease obligations $ 2,595 $ 123 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 10. Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Biosciences, 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, 2019 and December 31, 2018 was approximately $0.3 million and $0.2 million, respectively. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 11. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Accrued royalties $ 1,934 $ 1,399 Indemnification liability - 875 Contingent consideration 502 434 Operating lease liability 1,321 - Financing lease liability 184 - Deferred revenue 457 - Payable to CGI 888 - Accrued sales and marketing - diagnostics 197 - Accrued lab costs - diagnostics 163 150 Accrued professional fees 1,399 701 Taxes payable 403 285 Unclaimed property 565 565 All others 1,366 682 Total other accrued expenses $ 9,379 $ 5,091 Other long-term liabilities consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Warrant liability $ 82 $ 361 Uncertain tax positions 4,081 3,838 Deferred revenue 269 - Other 141 120 Total other long-term liabilities $ 4,573 $ 4,319 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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, 2019 and 2018 was approximately $1.3 million and $0.7 million, respectively. As of December 31, 2019, 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 $ 4,334 $ 1,472 $ 2,518 $ 344 $ - Total $ 4,334 $ 1,472 $ 2,518 $ 344 $ - 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | 13. Equity Public Offering 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 933,334 shares (the “Firm Shares”) of the Company’s 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 140,000 shares of common stock. The option expired unexercised. The Firm Shares were offered to the public at a price of $7.50 per Share. Wainwright purchased the Firm Shares from the Company pursuant to the Underwriting Agreement at an effective price of $6.975 per share. The share and per share numbers discussed above have been adjusted for the reverse stock split which took place in January 2020. The Company received net proceeds, after deducting underwriter discounts and commissions and other expenses related to the offering, in the amount of approximately $5.9 million. The Company used the net proceeds from the offering for working capital, capital expenditures, business development and research and development expenditures, and the acquisition (in part) of Biopharma Business. Preferred Stock Issuance The Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on July 15, 2019 with Ampersand 2018 Limited Partnership (the “Investor”), a fund managed by Ampersand Capital Partners, providing for the issuance and sale to the Investor of up to an aggregate of $27.0 million in convertible preferred stock, par value $0.01 per share, of the Company consisting of two series, Series A (“Series A”) and Series A-1 (“Series A-1” and together with the Series A, the “Preferred Stock”), both at an issuance price per share of 100 thousand (the “Stated Value”), to be funded at up to two different closings (the “Investment”). The initial closing, which was consummated promptly after the execution of the Securities Purchase Agreement, involved the issuance of 60 newly created shares of Series A at an aggregate purchase price of $6.0 million, and 80 newly created shares of Series A-1 at an aggregate purchase price of $8.0 million, for net proceeds of approximately $13.1 million. The Securities Purchase Agreement contemplated a second closing (the “Second Closing”), which would only be effected following the fulfillment to the Investor’s satisfaction of customary conditions, including, among others, the approval by the stockholders of the Company, as required under the rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), of the issuance of shares of common stock upon conversion of the Preferred Stock in excess of the aggregate number of shares of common stock that the Company may issue upon conversion of the Preferred Stock without breaching its obligations under the Nasdaq Listing Rules (the “Stockholder Approval”). The terms of the Series A-1 provided that each share of Series A-1 would automatically convert into one share of Series A upon the Company obtaining the Stockholder Approval. See Note 21, Subsequent Events, Stockholder Approval was obtained on October 10, 2019 for the Securities Purchase Agreement discussed above and each share of Series A-1 issued to the Investor at the initial closing automatically converted into one share of Series A on that day. On October 16, 2019, the Company and the Investor consummated the Second Closing. At the Second Closing, the Company issued to the Investor 130 newly created shares of Series A at an aggregate gross purchase price of $13.0 million. The Company used the proceeds from the Second Closing to make the maturity date payment, subject to certain holdbacks, with respect to the promissory note issued by a subsidiary of the Company to CGI, and expects to use the remaining proceeds for general corporate purposes, including the integration of the BioPharma Business. The Company issued the aforementioned note in connection with the acquisition of its BioPharma Business. The Series A was offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The shares to be issued upon conversion of the Series A have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. As of December 31, 2019 and 2018, there were 270 and zero issued and outstanding shares of preferred stock, respectively. ATM program On September 20, 2019, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Oppenheimer & Co. Inc., as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares of its Common Stock, at an aggregate offering price of up to $4.8 million (the “Shares”) through the Agent. Under the terms of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, as amended. Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. As of December 31, 2019, 97,817 shares (as adjusted for the reverse stock split) have been sold for net proceeds to the Company of approximately $0.2 million. As a result of the January 15, 2020 Investment and Exchange, additional Shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the Series B Preferred Stock in accordance with the Amended and Restated Investor Rights Agreement entered into on that date |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Warrants | 14. Warrants Warrants outstanding and warrant activity for the year ended December 31, 2019 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 - - 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 - - 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 - (4,000 ) 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 (567,286 ) - 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 - - 15,000 15,000 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 - - 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 - - - 65,434 1,990,934 (567,286 ) (4,000 ) 1,354,214 1,419,648 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. 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, stock appreciation rights (“SARs”) and restricted shares from the Interpace Biosciences, Inc. 2019 Equity Incentive Plan. No new grants may be made under the Company’s prior stock incentive plan, the Interpace Diagnostics Group, Inc. (now known as Interpace Biosciences, Inc.) Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”). Unless earlier terminated by action of the Company’s board of directors, the 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 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 employees and members of the Board. Upon exercise, new shares will be issued by the Company. The Company granted stock options in 2017 which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units (“RSUs”) 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 RSUs 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. In October 2019, the Company’s employee stock purchase plan was approved by shareholders. This plan will be implemented in 2020. 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 share and per share numbers in the following tables have been adjusted for the reverse stock split which took place in January 2020. 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, 2019 and December 31, 2018. December 31, 2019 December 31, 2018 Risk-free interest rate 2.34 % 2.71 % Expected life 5.9 years 6.0 years Expected volatility 128.58 % 127.18 % Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2019 was estimated to be $8.50. The weighted-average fair value of stock options granted during the year ended December 31, 2018 was estimated to be $9.30. There were no options or SARs exercised in 2019 or 2018. 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, 2019 and 2018 is as follows: 2019 2018 RSUs $ 243 $ 301 Options 722 1,433 Total stock-based compensation expense $ 965 $ 1,734 A summary of stock option and SARs activity for the year ended December 31, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Price Weighted-Average Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2019 288,950 $ 21.40 8.83 $ - Granted 132,545 9.50 9.30 - Exercised - Forfeited or expired (5,817 ) 387.10 - Outstanding at December 31, 2019 415,678 12.50 8.45 - Exercisable at December 31, 2019 202,206 15.20 7.91 - Vested and expected to vest 402,921 12.60 8.43 - A summary of the status of the Company’s non-vested options for the year ended December 31, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Non-vested at January 1, 2019 134,089 $ 9.30 Granted 132,545 8.50 Vested (53,150 ) 9.00 Forfeited - - Non-vested at December 31, 2019 213,484 $ 8.80 The aggregate fair value of SARs and options vested during the years ended December 31, 2019 and 2018 was $0.5 million and $1.2 million, respectively. The weighted-average grant date fair value of options vested during the year ended December 31, 2018 was $1.40. A summary of the Company’s non-vested shares of restricted stock units for the year ended December 31, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Non-vested at January 1, 2019 36,224 $ 11.70 1.37 $ 289,758 Granted 27,637 9.80 - - Vested (14,486 ) 13.70 - - Forfeited - - - - Non-vested at December 31, 2019 49,375 $ 10.00 1.11 $ 246,875 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2019 and 2018 was $0.2 million and $0.1 million, respectively. As of December 31, 2019, there was approximately $1.6 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, 2019 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | 16. Revenue Sources The Company’s clinical services 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 years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and December 31, 2018, revenue from Medicare was approximately 44% and 41% of total revenue, respectively. Years Ended December 31, Customer 2019 2018 Medicare $ 10,605 $ 9,114 Commercial Payors $ 7,589 $ 4,079 Client Billings $ 3,521 $ 3,621 Medicare Advantage $ 1,912 $ 3,011 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2019 and 2018 is comprised of the following: 2019 2018 Current: Federal $ (46 ) $ (2 ) State - 20 Total current (46 ) 18 Deferred: Federal 11 - State 7 - Total deferred 18 - Benefit from income taxes $ (28 ) $ 18 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, 2019 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, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Federal net operating loss carryforwards $ 44,153 $ 40,158 State net operating loss carryforwards 5,686 4,541 Compensation 1,399 1,100 Allowances and reserves 457 1,007 State taxes 848 794 Credit carryforward 229 233 163(j) interest 141 - Leases 23 - Deferred revenue 88 89 Property, plant and equipment - 16 53,024 47,938 Deferred tax liability: Intangible assets (3,054 ) (4,371 ) Property, plant and equipment (263 ) - Valuation allowance (49,725 ) (43,567 ) Deferred tax liability-net valuation allowance $ (18 ) $ - 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 December 2019, the Company issued approximately 3.7 million shares of common stock, and for its preferred share issuances, another 3.47 million shares on an as-converted basis. 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 would 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: 2019 2018 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 3.0 % 2.9 % Meals and entertainment (0.2 )% (0.3 )% Contingent consideration 0.0 % 0.0 % Tax reform change 0.0 % 0.0 % Valuation allowance (23.8 )% (23.7 )% Other non-deductible 0.0 % (0.1 )% Naked credit (0.1 )% 0.0 % Discontinued operations allocation 0.2 % 0.0 % Effective tax rate 0.1 % (0.2 )% The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2019: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2018 $ 1,117 Reductions for tax positions of prior years (323 ) Balance as of December 31, 2018 $ 794 Additions for tax positions of prior years 54 Balance as of December 31, 2019 $ 848 As of December 31, 2019 and 2018, the total amount of gross unrecognized tax benefits was $0.8 million and $0.8 million, respectively. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2019 and 2018 was $0.8 million and $0.8 million, respectively. The Company recognized interest and penalties of $0.3 million and $0.2 million, respectively, related to uncertain tax positions in income tax expense during each of the years ended December 31, 2019 and 2018. At December 31, 2019 and 2018, accrued interest and penalties, net were $3.3 million and $3.0 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, 2019: Jurisdiction Tax Years Federal 2015 - 2019 State and Local 2014 - 2019 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, 2019. 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, 2019 | |
Earnings Per Share [Abstract] | |
Historical Basic and Diluted Net Loss Per Share | 18. 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, 2019 and 2018 is as follows (rounded to thousands): Years Ended December 31, 2019 2018 Basic weighted average number of common shares 3,746 2,815 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 3,746 2,815 The Company’s Preferred Stock, on an as converted basis, and 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 (rounded to thousands): Years Ended December 31, 2019 2018 Options 416 283 Stock-settled stock appreciation rights (SARs) - 6 Restricted stock units (RSUs) 49 36 Warrants 1,420 1,354 1,885 1,679 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 19. Line of Credit On November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), which provides for up to $4.0 million of debt financing consisting of a 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 $3.75 million. The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB). Revolving Line outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal 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 term loan portion of the SVB Loan Agreement has a maturity date of May 2, 2022, and the Revolving Line has a maturity date three years from the effective date, or November 13, 2021. As of December 31, 2019, the Company had drawn $3.0 million of the available funds with the Revolving Line and had $750,000 of remaining availability as $250,000 of the Line of Credit is used to secure the issuance of a standby letter of credit by SVB. See also Note 21, Subsequent Events – Revolving line of credit. As of December 31, 2019, we were in violation of a financial covenant for which we received a waiver from SVB on March 19, 2020. Since February 29, 2020 we were in compliance with all covenants. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information For The Years Ended December 31, 2019 2018 Net cash used in operating activities of discontinued operations $ (30 ) $ (361 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosure of Other Cash Flow Information (in thousands) Cash paid for taxes $ 227 $ 324 Cash paid for interest $ 170 $ - Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2019 2018 Operating Adoption of ASC 606 $ - $ 2,500 Prepaid stock grants issued to vendors $ - $ 497 Adoption of ASC 842 - right of use asset $ 2,449 $ - Adoption of ASC 842 - operating lease liability $ 2,536 $ - Financing Accrued financing costs $ 342 $ - Accrued preferred dividends $ 429 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Impact of COVID-19 pandemic We have taken what we believe are all necessary precautions to safeguard our employees from the Coronavirus (COVID-19) pandemic. We are following CDC guidance and local restrictions. All employees who do not work in a lab are currently on a telecommunication work arrangement. Our employees in the lab are wearing what we believe is appropriate protective gear. If an employee tests positive, then we will take necessary and available precautions in the lab to reduce the potential spread of COVID-19, including decontamination and temporary lab closures. There can be no assurance that key employees will not become ill or that we will able to continue to operate our labs. We have furloughed a significant number of employees as a result of reductions in customer demand and we have closed our administrative offices. Our management, finance staff and sales personnel have generally been able to successfully work remotely. Our labs require in-person staffing and as of the date of this report, we have been able to successfully operate our labs though a combination of social distancing and protective equipment. The extent to which the COVID-19 pandemic impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of the coronavirus globally is adversely affecting global economies and financial markets resulting in an economic downturn which could materially and adversely impact our operations including, without limitation, the functioning of our laboratories, the availability of supplies including reagents, the progress and data collection of our pharma services, customer demand and travel and employee health and availability. We believe that the COVID-19 pandemic will adversely impact our results of operations, cash flows and financial condition for the first and second quarters of fiscal 2020 and possibly beyond. Our fiscal 2020 first quarter revenue has been impacted by lower than expected clinical service volume throughout March 2020. We believe this has resulted from the temporary reduction in non-essential testing procedures in connection with the COVID-19 pandemic. While we experienced a substantial increase in clinical services revenue compared to the first quarter of 2019, our March 2020 test volume decreased substantially compared to our February 2020 volume. Our pharma services preliminary first quarter revenue increased throughout the first quarter and average daily accessions improved in March 2020 as compared to January and February 2020. We continue to monitor the rapidly evolving situation and guidance from authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these dynamic circumstances, there may be developments outside our control requiring us to adjust our operating plan. Currently volume of testing in our clinical services labs has slowed, as noted above, and we believe we have taken the necessary actions to support the lower volume. Our pharma services customers have indicated that there could be a slowdown in clinical trials but thus far volume has not suffered. All of our labs are currently operating and we believe we are appropriately staffed for the volume of work. At this time, we do not anticipate any lab closures beyond temporary work stoppages from time to time to clean and disinfect the labs. To date, we have not lost any of our customer base and we are not aware of any customers with potential bankruptcy or payment issues. Lab supplies including reagents have been secured to mitigate any potential supply chain issues for the foreseeable future and we are not observing any shortages due to supply chain issues. Our third party clinical services billing and collections company has taken steps to continue operations remotely. There have been indications that payer processing may slow down but so far there has been little or no material impact to our collections . As of April 21, 2020 we have approximately $18.4 million of cash on hand which includes $3.4 million drawn on our credit facility, $2.1 million in advances received under the Centers for Medicare & Medicaid Services (CMS) accelerated and advance payment program, and $0.65 million in the form of a grant received from the Department of Health and Human Services, which is subject to certain conditions regarding its use, including developing coronavirus and serology tests. Also as of April 21, 2020, the Company has maximized its borrowing under its line of credit facility and therefore has no further availability on its credit facility; however, we are in the process of seeking to expand availability under the credit facility from $4.0 to $8.0 million on terms similar to existing terms, but there can be no assurance that such credit line extension will be granted or that it will be granted on commercially reasonable and acceptable terms. As of the date of this report, the Company believes it will be able to access additional financing though commercial bank loans and the sale of its securities, although there can no assurance that financing market conditions will not change or that such financing can be obtained. It is anticipated that if business conditions remain at these lower levels for clinical services customers and our pharma services customers similarly reduce their demand until the end of July and thereafter demand recovers to pre COVID-19 pandemic levels, then we believe we will have ample resources to continue to service our customers. However, should business conditions deteriorate further or last longer than anticipated, then our business may be materially and adversely affected. The Company’s leadership team is monitoring the situation on a daily basis and is has developed contingency plans to potentially mitigate the anticipated adverse financial impact of the COVID-19 pandemic. These contingency plans include significant cost saving actions to offset any volume shortfall and additional action plans to react to further potential declines. As of April 2020, we are in the process of launching a new product line of antibody testing for the COVID-19 virus. We are currently validating a serological test that detects antibodies specific to the virus. However, there is no guarantee that we will be successful or realize any revenue or benefit from these efforts. ATM program In January 2020, under the Agreement with the Agent, the Company sold 80,341 (as adjusted for the reverse stock split) shares of common stock for approximate net proceeds to the Company of $0.5 million. Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. Our common stock began trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on January 15, 2020. There was no change in its ticker symbol as a result of the Reverse Stock Split. Federal Stimulus Programs in Connection with Coronavirus Pandemic During April 2020, the Company applied for various federal stimulus loans, grants and advances made available under Title 1 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, including an approximate $3.5 million loan request under the Small Business Administration (SBA) Paycheck Protection Program (PPP), an approximate $0.65 million grant from the Department of Health and Human Services (HSS), and approximately $2.1 million in advances under the Centers for Medicare & Medicaid Services (CMS) accelerated and advance payment program. Each of these loans, grants and advances require certain certifications by the Company and impose specific limitations on the use of the proceeds. As of April 21, 2020, we received $2.1 million in advances under the CMS accelerated and advance payment program, as well as the $0.65 million HSS grant. The CMS advance will be offset against future Medicare billings of the Company, and the HSS grant is subject to certain conditions regarding its use, including developing coronavirus and serology tests. There is no guarantee that any other loans, grants or advances will be approved. As of April 21, 2020, the Company’s PPP loan has not yet been approved, pending new legislation increasing the pool. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. If the Company is successful in obtaining a PPP loan, we intend to use the proceeds for purposes consistent with the PPP and expect to meet the conditions for forgiveness of the loan. Securities Purchase and Exchange Agreement On January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “ Securities Purchase and Exchange Agreement 1315 Capital Ampersand Investors Series B Preferred Stock In addition, the Company agreed to exchange $27.0 million of the Company’s existing Series A convertible preferred stock, par value $0.01 per share, held by Ampersand (the “ Series A Preferred Stock Exchange Shares Exchange The Series B Preferred Stock was offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares to be issued upon conversion of the Series B Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. In connection with the Company’s application for the PPP loan, both Ampersand and 1315 Capital consented to, and agreed to vote (by proxy or otherwise) their Series B Preferred Stock in favor of any “Fundamental Action” taken by the Company as determined by the Company’s Board of Directors. “Fundamental Actions” include the Company’s ability to a) authorize, create or issue any debt securities for borrowed money or funded debt; b) merge with or acquire all or substantially all of the assets of one or more other companies or entities with a value in excess of $20 million; c) transfer, by sale, exclusive license or otherwise, material intellectual property rights of the Company or any of its direct or indirect subsidiaries, other than those accomplished in the ordinary course of business; d) declare or pay any cash dividend or make any cash distribution on any equity interests of the Company other than the Series B Shares; d) incur any additional individual debt, indebtedness for borrowed money or other additional liabilities; and e) change any accounting methods or practices of the Company, except for those changes required by GAAP or applicable regulatory agencies or authorities. Revolving line of credit Using the proceeds received from the additional financing described above, the Company repaid the $3 million balance on the line of credit in January 2020. As of April 21, 2020, we had $3.4 million outstanding on the Revolving Line. Letter of Credit On March 31, 2020, SVB issued an irrevocable standby letter of credit in the amount of $0.35 million held for security by our Rutherford, NJ landlord pursuant to the July 19, 2019 assignment of the lease. As of March 31, 2020, $0.6 million of our Line of Credit is used to secure the issuances of standby letters of credit by SVB. Nasdaq notification On October 15, 2019, the Company received notice from Nasdaq indicating that the Company had until April 13, 2020 to regain compliance with the minimum bid price requirement of Nasdaq. On January 30, 2020 the Company received notice from Nasdaq stating that the Company was now in compliance with the minimum bid price requirement and that the matter was now closed . |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts Disclosure | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2018 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 42,165 - 1,402 $ 43,567 2019 Allowance for doubtful accounts $ - - 25 $ 25 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 43,567 - 6,158 $ 49,725 (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, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Interpace Biosciences, Inc. (the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs with the goals of delivering safer, more effective drugs to market more quickly, and improving patient care. |
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 Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. 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. The Company has one reporting segment: the Company’s business of developing and selling clinical services and pharma services. 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. |
Reverse Stock Split | Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. The Company’s issued and outstanding stock decreased from 39,205,895 to 3,920,589 and 28,694,275 to 2,869,427 at December 31, 2019 and 2018, respectively. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. |
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, Net | Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s diagnostic 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. 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. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. |
Other Current Assets | Other current assets Other current assets consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Indemnification asset $ - $ 875 Lab supply inventory 1,825 - Prepaid expenses 971 1,230 Funds in escrow 888 - Other 167 65 Total other current assets $ 3,851 $ 2,170 |
Property and Equipment, Net | Property and Equipment, net 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 7, Property and Equipment |
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 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. Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, 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. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. During 2019, the Company recorded a reduction to revenue of $3.5 million due to a change in estimate of the amounts to be collected from 2018 services. For its pharma services, performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Project level fee revenue is recognized ratably over the life of the contract. Some contracts have prepayments prior to services being rendered that are recorded as deferred revenue. These are for study services and setup management. Deferred revenue from pharma services contracts is recorded at fair value and represents payments received in advance of services rendered. |
Cost of Revenue | Cost of revenue Cost of revenue 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 15, 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. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 9, Leases |
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 2019 and 2018, 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. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Indemnification asset $ - $ 875 Lab supply inventory 1,825 - Prepaid expenses 971 1,230 Funds in escrow 888 - Other 167 65 Total other current assets $ 3,851 $ 2,170 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The reconciliation of consideration given for BioPharma to the preliminary allocation of the purchase price of assets and liabilities acquired based on their relative fair values is as follows: Cash $ 13,829 Subordinated note payable 6,822 Total consideration $ 20,651 Assets acquired Accounts receivable $ 3,731 Accrued revenue 289 Lab supplies 877 Prepaid expenses 266 Property and equipment 6,412 Operating lease assets 2,187 Acquired identifiable intangible assets: Trademarks and trade name 1,600 Customer relationships 5,700 Total acquired identifiable intangible assets 7,300 Goodwill 8,273 Total assets acquired 29,335 Liabilities assumed Accounts payable (4,535 ) Accrued liabilities (435 ) Deferred revenue (1,076 ) Operating lease liabilities (2,187 ) Finance lease liabilities (451 ) Total liabilities assumed (8,684 ) Net assets acquired $ 20,651 |
Schedule of ProForma Information | Years Ended December 31, December 31, 2019 2018 Revenue $ 31,722 $ 37,218 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Accounts payable $ - $ 192 Accrued liabilities 766 726 Current liabilities from discontinued operations 766 918 Total liabilities $ 766 $ 918 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 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 361 361 - - 361 $ 3,488 $ 3,488 $ - $ - $ 3,488 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2018 Payments Accretion Conversions Exercises Mark to Market December 31, 2019 Asuragen $ 3,127 $ (630 ) $ 440 $ - $ (44 ) $ 2,893 Underwriters Warrants 361 - - - (279 ) 82 $ 3,488 $ (630 ) $ 440 $ - $ (323 ) $ 2,975 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Furniture and fixtures $ 242 $ 62 Lab and office equipment 6,353 1,686 Computer equipment 339 172 Internal-use software 1,276 113 Leasehold improvements 506 175 Property and equipment 8,716 2,208 Less accumulated depreciation and amortization (1,902 ) (1,371 ) Net property and equipment $ 6,814 $ 837 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and December 31, 2018 is as follows: As of As of Life Carrying Carrying (Years) Amount Amount 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 BioPharma acquisition: Trademarks 10 1,600 - Customer relationships 8 5,700 - CLIA Lab 2.3 $ 609 $ 609 Total $ 50,920 $ 43,620 Accumulated Amortization $ (17,419 ) $ (13,767 ) Net Carrying Value $ 33,501 $ 29,853 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from January 1, 2018 to December 31, 2019: Carrying Amount Balance as of January 1, 2018 $ - Balance as of December 31, 2018 - Goodwill acquired 8,273 Adjustments 160 Balance as of December 31, 2019 $ 8,433 |
Schedule of Future Estimated Amortization Expense | Amortization expense was approximately $3.7 million and $3.3 million for the years ended December 31, 2019 and 2018, respectively. Estimated amortization expense for the next five years is as follows: 2020 2021 2022 2023 2024 $ 5,145 $ 5,781 $ 3,859 $ 3,859 $ 3,149 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Financing and Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Classification on the Balance Sheet December 31, 2019 Assets Financing lease assets Property and equipment, net $ 998 Operating lease assets Operating lease right of use assets 3,892 Total lease assets $ 4,890 Liabilities Current Financing lease liabilities Other accrued expenses $ 184 Operating lease liabilities Other accrued expenses 1,321 Total current lease liabilities $ 1,505 Noncurrent Financing lease liabilities Other long-term liabilities 123 Operating lease liabilities Operating lease liabilities, net of current portion 2,591 Total long-term lease liabilities 2,714 Total lease liabilities $ 4,219 |
Schedule of Maturities of Operating and Financing Lease Liabilties | The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2019: Operating Leases Financing Leases 2020 1,472 226 2021 1,295 120 2022 1,223 13 2023 344 - Total minimum lease payments 4,334 359 Less: amount of lease payments representing effects of discounting 418 52 Present value of future minimum lease payments 3,916 307 Less: current obligations under leases 1,321 184 Long-term lease obligations $ 2,595 $ 123 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Accrued royalties $ 1,934 $ 1,399 Indemnification liability - 875 Contingent consideration 502 434 Operating lease liability 1,321 - Financing lease liability 184 - Deferred revenue 457 - Payable to CGI 888 - Accrued sales and marketing - diagnostics 197 - Accrued lab costs - diagnostics 163 150 Accrued professional fees 1,399 701 Taxes payable 403 285 Unclaimed property 565 565 All others 1,366 682 Total other accrued expenses $ 9,379 $ 5,091 |
Schedule of Other Long Term Liabilities | Other long-term liabilities consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Warrant liability $ 82 $ 361 Uncertain tax positions 4,081 3,838 Deferred revenue 269 - Other 141 120 Total other long-term liabilities $ 4,573 $ 4,319 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | As of December 31, 2019, 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 $ 4,334 $ 1,472 $ 2,518 $ 344 $ - Total $ 4,334 $ 1,472 $ 2,518 $ 344 $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the year ended December 31, 2019 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 - - 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 - - 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 - (4,000 ) 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 (567,286 ) - 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 - - 15,000 15,000 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 - - 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 - - - 65,434 1,990,934 (567,286 ) (4,000 ) 1,354,214 1,419,648 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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, 2019 and December 31, 2018. December 31, 2019 December 31, 2018 Risk-free interest rate 2.34 % 2.71 % Expected life 5.9 years 6.0 years Expected volatility 128.58 % 127.18 % 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, 2019 and 2018 is as follows: 2019 2018 RSUs $ 243 $ 301 Options 722 1,433 Total stock-based compensation expense $ 965 $ 1,734 |
Schedule of Stock Option Activity | A summary of stock option and SARs activity for the year ended December 31, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Price Weighted-Average Remaining Contractual Period (in years) Aggregate Intrinsic Value Outstanding at January 1, 2019 288,950 $ 21.40 8.83 $ - Granted 132,545 9.50 9.30 - Exercised - Forfeited or expired (5,817 ) 387.10 - Outstanding at December 31, 2019 415,678 12.50 8.45 - Exercisable at December 31, 2019 202,206 15.20 7.91 - Vested and expected to vest 402,921 12.60 8.43 - |
Schedule of Non Vested Option Activity | A summary of the status of the Company’s non-vested options for the year ended December 31, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Non-vested at January 1, 2019 134,089 $ 9.30 Granted 132,545 8.50 Vested (53,150 ) 9.00 Forfeited - - Non-vested at December 31, 2019 213,484 $ 8.80 |
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, 2019, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Average Remaining Vesting Period (in years) Aggregate Intrinsic Value Non-vested at January 1, 2019 36,224 $ 11.70 1.37 $ 289,758 Granted 27,637 9.80 - - Vested (14,486 ) 13.70 - - Forfeited - - - - Non-vested at December 31, 2019 49,375 $ 10.00 1.11 $ 246,875 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | Years Ended December 31, Customer 2019 2018 Medicare $ 10,605 $ 9,114 Commercial Payors $ 7,589 $ 4,079 Client Billings $ 3,521 $ 3,621 Medicare Advantage $ 1,912 $ 3,011 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 is comprised of the following: 2019 2018 Current: Federal $ (46 ) $ (2 ) State - 20 Total current (46 ) 18 Deferred: Federal 11 - State 7 - Total deferred 18 - Benefit from income taxes $ (28 ) $ 18 |
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, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Federal net operating loss carryforwards $ 44,153 $ 40,158 State net operating loss carryforwards 5,686 4,541 Compensation 1,399 1,100 Allowances and reserves 457 1,007 State taxes 848 794 Credit carryforward 229 233 163(j) interest 141 - Leases 23 - Deferred revenue 88 89 Property, plant and equipment - 16 53,024 47,938 Deferred tax liability: Intangible assets (3,054 ) (4,371 ) Property, plant and equipment (263 ) - Valuation allowance (49,725 ) (43,567 ) Deferred tax liability-net valuation allowance $ (18 ) $ - |
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: 2019 2018 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 3.0 % 2.9 % Meals and entertainment (0.2 )% (0.3 )% Contingent consideration 0.0 % 0.0 % Tax reform change 0.0 % 0.0 % Valuation allowance (23.8 )% (23.7 )% Other non-deductible 0.0 % (0.1 )% Naked credit (0.1 )% 0.0 % Discontinued operations allocation 0.2 % 0.0 % Effective tax rate 0.1 % (0.2 )% |
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, 2019: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2018 $ 1,117 Reductions for tax positions of prior years (323 ) Balance as of December 31, 2018 $ 794 Additions for tax positions of prior years 54 Balance as of December 31, 2019 $ 848 |
Schedule of Tax Years Subject to Examination | The following tax years remain subject to examination as of December 31, 2019: Jurisdiction Tax Years Federal 2015 - 2019 State and Local 2014 - 2019 |
Historical Basic and Diluted _2
Historical Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 is as follows (rounded to thousands): Years Ended December 31, 2019 2018 Basic weighted average number of common shares 3,746 2,815 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 3,746 2,815 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The Company’s Preferred Stock, on an as converted basis, and 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 (rounded to thousands): Years Ended December 31, 2019 2018 Options 416 283 Stock-settled stock appreciation rights (SARs) - 6 Restricted stock units (RSUs) 49 36 Warrants 1,420 1,354 1,885 1,679 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | For The Years Ended December 31, 2019 2018 Net cash used in operating activities of discontinued operations $ (30 ) $ (361 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosure of Other Cash Flow Information (in thousands) Cash paid for taxes $ 227 $ 324 Cash paid for interest $ 170 $ - Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2019 2018 Operating Adoption of ASC 606 $ - $ 2,500 Prepaid stock grants issued to vendors $ - $ 497 Adoption of ASC 842 - right of use asset $ 2,449 $ - Adoption of ASC 842 - operating lease liability $ 2,536 $ - Financing Accrued financing costs $ 342 $ - Accrued preferred dividends $ 429 $ - |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule Ii - Valuation And Qualifying Accounts | |
Schedule of Valuation and Qualifying Accounts | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2018 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 42,165 - 1,402 $ 43,567 2019 Allowance for doubtful accounts $ - - 25 $ 25 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 43,567 - 6,158 $ 49,725 (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 | Jan. 15, 2020 | Dec. 31, 2019USD ($)Segment | Jan. 02, 2019USD ($) |
Number of reportable segments | Segment | 1 | ||
Reduction of revenues | $ 3,500 | ||
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 | ||
Subsequent Event [Member] | |||
Decreased issued and outstanding description | The Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the "Reverse Stock Split"). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. The Company's issued and outstanding stock decreased from 39,205,895 to 3,920,589 and 28,694,275 to 2,869,427 at December 31, 2019 and 2018, respectively. |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Indemnification assets | $ 875 | |
Lab supply inventory | 1,825 | |
Prepaid assets | 971 | 1,230 |
Funds in escrow | 888 | |
Other | 167 | 65 |
Total other current assets | $ 3,851 | $ 2,170 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | Oct. 18, 2019 | Jul. 15, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Apr. 21, 2020 | Dec. 31, 2018 | Dec. 31, 2017 |
Cliam offset amoount | $ 735,000 | ||||||
Expiration period of cliam | Jan. 15, 2020 | ||||||
Payment settlement | $ 6,024,489 | ||||||
Indemnification holdback description | Any amounts due to the Company under the NWA were to be set off against the Excess Consideration Note and any amounts due to the Company under the ARA were to be either set off against the Excess Consideration Note or, if it is no longer outstanding, satisfied through an AR Holdback (as defined in the Asset Purchase Agreement) mechanism, in each case as further set forth in the Asset Purchase Agreement. Additionally, an indemnification holdback of $735,000 was established as an offset for any potential claims against the Company related to the transaction. The expiration period for the notification of any third-party claims was set at January 15, 2020. On October 18, 2019, a payment of $6,024,489 was made in settlement of the note less remaining holdbacks of $887,858, $735,000 for the Indemnification Holdback and $152,858 for the remaining AR Holdback. In March 2020, the Company reimbursed CGI for the full amount of the $887,858 holdbacks after its determination that the contractual obligations related to the holdbacks had been fully satisfied. | ||||||
Repayments of debt | 887,858 | ||||||
Goodwill | $ 8,300,000 | $ 8,433,000 | |||||
Finite lived intangible assets | $ 7,300,000 | ||||||
Finite lived intangible assets weighted-average amortization period | 8 years 4 months 24 days | ||||||
Business transaction expenses | $ 2,500,000 | ||||||
Trademarks [Member] | |||||||
Finite lived intangible assets weighted-average amortization period | 10 years | ||||||
Customer Relationships [Member] | |||||||
Finite lived intangible assets weighted-average amortization period | 8 years | ||||||
Subsequent Event [Member] | |||||||
Reimbursements amount | $ 735,000 | ||||||
Indemnification Holdback [Member] | |||||||
Repayments of debt | 735,000 | ||||||
AR Holdback [Member] | |||||||
Repayments of debt | $ 152,858 | ||||||
CGI Bio Pharma [Member] | |||||||
Business combination consideration amount | $ 775,000 | ||||||
Accounts receivable | $ 830,000 | ||||||
Asset Purchase Agreement [Member] | Inital Tranche [Member] | |||||||
Payment of preferred stock financing | $ 13,800,000 | ||||||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | |||||||
Assets and assumed certain liabilities | 23,500,000 | ||||||
Proceeds from debt | 7,692,300 | ||||||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | Base Purchase Price [Member] | |||||||
Assets and assumed certain liabilities | $ 1,980,000 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jul. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | $ 7,300,000 | |||
Goodwill | 8,300,000 | $ 8,433,000 | ||
BioPharma Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 13,829,000 | |||
Subordinated note payable | 6,822,000 | |||
Total consideration | 20,651,000 | |||
Accounts receivable | 3,731,000 | |||
Accrued revenue | 289,000 | |||
Lab supplies | 877,000 | |||
Prepaid expenses | 266,000 | |||
Property and equipment | 6,412,000 | |||
Operating lease assets | 2,187,000 | |||
Total acquired identifiable intangible assets | 7,300,000 | |||
Goodwill | 8,273,000 | |||
Total assets acquired | 29,335,000 | |||
Accounts payable | (4,535,000) | |||
Accrued liabilities | (435,000) | |||
Deferred revenue | (1,076,000) | |||
Operating lease liabilities | (2,187,000) | |||
Finance lease liabilities | (451,000) | |||
Total liabilities assumed | (8,684,000) | |||
Net assets acquired | 20,651,000 | |||
BioPharma Acquisition [Member] | Trademarks and Trade Name [Member] | ||||
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | 1,600,000 | |||
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | $ 5,700,000 |
Acquisition - Schedule of ProFo
Acquisition - Schedule of ProForma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 31,722 | $ 37,218 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) $ in Thousands | Apr. 21, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 20, 2020 | Mar. 31, 2020 | Nov. 30, 2019 | Jul. 31, 2019 | Dec. 31, 2017 |
Cash and cash equivalents | $ 2,321 | $ 6,068 | $ 2,321 | $ 6,068 | |||||||||||||||
Accounts receivable, net | 10,197 | 9,483 | 10,197 | 9,483 | |||||||||||||||
Total current assets | 16,369 | 17,721 | 16,369 | 17,721 | |||||||||||||||
Total current liabilities | 17,298 | 8,492 | 17,298 | 8,492 | |||||||||||||||
Net loss | 10,725 | $ 7,362 | $ 5,220 | $ 3,419 | 4,037 | $ 3,042 | $ 1,917 | $ 3,193 | 26,727 | 12,189 | |||||||||
Net cash used in operating activities | 18,957 | 8,673 | |||||||||||||||||
Line of credit facility | 3,000 | 3,000 | |||||||||||||||||
Public offering generating net proceeds | $ 200 | ||||||||||||||||||
Sale of common stock | 97,817 | ||||||||||||||||||
Stockholder's equity increased | $ 23,597 | 13,026 | $ 23,597 | $ 30,829 | $ 35,771 | $ 32,938 | $ 35,372 | $ 38,552 | $ 39,765 | $ 13,026 | $ 32,938 | $ 39,869 | |||||||
Silicon Valley Bank [Member] | |||||||||||||||||||
Line of credit facility | $ 850 | $ 3,000 | $ 3,000 | ||||||||||||||||
Line of credit facility term loan | 3 years | ||||||||||||||||||
Line of credit facility, description | 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. | The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal 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 term loan portion of the SVB Loan Agreement has a maturity date of May 2, 2022, and the Revolving Line has a maturity date three years from the effective date, or November 13, 2021 | |||||||||||||||||
Line of credit, percentage | 0.50% | ||||||||||||||||||
Silicon Valley Bank [Member] | Prime Rate [Member] | |||||||||||||||||||
Line of credit, percentage | 5.00% | 0.50% | |||||||||||||||||
Silicon Valley Bank [Member] | Maximum [Member] | |||||||||||||||||||
Line of credit facility | $ 4,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Line of credit facility | $ 350 | ||||||||||||||||||
Stockholder's equity increased | $ 47,000 | ||||||||||||||||||
Description for loans to qualifying businesses value and its term | As of April 20, 2020, the Company's PPP loan has not yet been approved, pending new legislation increasing the pool. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. If the Company is successful in obtaining a PPP loan, we intend to use the proceeds for purposes consistent with the PPP and expect to meet the conditions for forgiveness of the loan. | ||||||||||||||||||
Cash | $ 18,400 | ||||||||||||||||||
Subsequent Event [Member] | Credit Facility [Member] | |||||||||||||||||||
Cash | $ 3,400 | ||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Credit Facility [Member] | |||||||||||||||||||
Cash | 8,000 | 8,000 | |||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Credit Facility [Member] | |||||||||||||||||||
Cash | 4,000 | 4,000 | |||||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||||||||||||||
Public offering generating net proceeds | $ 19,500 | ||||||||||||||||||
Sale of common stock | 20,000 | ||||||||||||||||||
Security Purchase and Exchange Agreement [Member] | |||||||||||||||||||
Line of credit facility | $ 4,000 | ||||||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||||||
Public offering generating net proceeds | $ 4,800 | ||||||||||||||||||
ATM Agreement [Member] | |||||||||||||||||||
Public offering generating net proceeds | $ 8,000 | ||||||||||||||||||
Small Business Administration [Member] | Subsequent Event [Member] | |||||||||||||||||||
Loans payable | 3,500 | ||||||||||||||||||
Department of Health and Human Services [Member] | Subsequent Event [Member] | |||||||||||||||||||
Loans payable | 650 | ||||||||||||||||||
Proceeds from loans payable | 650 | ||||||||||||||||||
Centers for Medicare & Medicaid Services [Member] | Subsequent Event [Member] | |||||||||||||||||||
Loans payable | $ 2,100 | ||||||||||||||||||
Proceeds from loans payable | $ 2,100 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 192 | |
Accrued liabilities | 766 | 726 |
Current liabilities from discontinued operations | 766 | 918 |
Total liabilities | $ 766 | $ 918 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Reported Value Measurement [Member] | ||
Warrant liability | $ 82 | $ 361 |
Fair value of liabilities | 2,975 | 3,488 |
Fair Value Measurements [Member] | ||
Warrant liability | 82 | 361 |
Fair value of liabilities | 2,975 | 3,488 |
Level 1 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 2 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 3 [Member] | ||
Warrant liability | 82 | 361 |
Fair value of liabilities | 2,975 | 3,488 |
Asuran [Member] | ||
Contingent consideration | 2,893 | 3,127 |
Asuran [Member] | Fair Value Measurements [Member] | ||
Contingent consideration | 2,893 | 3,127 |
Asuran [Member] | Level 1 [Member] | ||
Contingent consideration | ||
Asuran [Member] | Level 2 [Member] | ||
Contingent consideration | ||
Asuran [Member] | Level 3 [Member] | ||
Contingent consideration | $ 2,893 | $ 3,127 |
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, 2019USD ($) | |
Beginning Balance | $ 3,488 |
Payments | (630) |
Accretion | 440 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (323) |
Ending Balance | 2,975 |
Underwriter Warrants[Member] | |
Beginning Balance | 361 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (279) |
Ending Balance | 82 |
Asuran [Member] | |
Beginning Balance | 3,127 |
Payments | (630) |
Accretion | 440 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (44) |
Ending Balance | $ 2,893 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 500 | $ 200 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 242 | $ 62 |
Lab and office equipment | 6,353 | 1,686 |
Computer equipment | 339 | 172 |
Internal-use software | 1,276 | 113 |
Leasehold improvements | 506 | 175 |
Property and equipment | 8,716 | 2,208 |
Less accumulated depreciation and amortization | (1,902) | (1,371) |
Net property and equipment | $ 6,814 | $ 837 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 15, 2019 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 15,600,000 | |||
Goodwill | 8,433,000 | $ 8,300,000 | ||
Identifiable intangible assets | $ 7,300,000 | |||
Amortization expense | $ 3,700,000 | $ 3,300,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets, Gross | $ 50,920 | $ 43,620 |
Finite-lived Intangible Assets, Accumulated Amortization | (17,419) | (13,767) |
Finite-lived Intangible Assets, Net Carrying Value | $ 33,501 | 29,853 |
CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 18,351 | 18,351 |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 10 years | |
Finite-lived Intangible Assets, Gross | $ 1,600 | |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 8 years | |
Finite-lived Intangible Assets, Gross | $ 5,700 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill Carrying Valuel (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance Beginning | ||
Goodwill acquired | 8,273 | |
Adjustments | 160 | |
Balance Ending | $ 8,433 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 5,145 |
2021 | 5,781 |
2022 | 3,859 |
2023 | 3,859 |
2024 | $ 3,149 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 02, 2019 |
Lease liabilities | $ 3,916 | |
Finance lease liabilities | $ 307 | |
Operating lease term | 1 year | |
ASU 2016-02 [Member] | ||
Right-of-use lease assets | $ 2,400 | |
Lease liabilities | 2,500 | |
Cumulative adjustment to opening accumulated deficit | $ 100 | |
Operating lease term | 2 years 8 months 12 days | |
Weighted average discount rate leases percentage | 6.00% | |
ASU 2016-02 [Member] | BioPharma Acquisition [Member] | ||
Right-of-use lease assets | $ 2,200 | |
Lease liabilities | 2,200 | |
Finance lease assets | 500 | |
Finance lease liabilities | $ 500 |
Leases - Schedule of Financing
Leases - Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating lease assets | $ 3,892 | |
Total lease assets | 4,890 | |
Current financing lease liabilities | 184 | |
Current operating lease liabilities | 1,321 | |
Total current lease liabilities | 1,505 | |
Noncurrent financing lease liabilities | 123 | |
Noncurrent operating lease liabilities | 2,591 | |
Total long-term lease liabilities | 2,714 | |
Total lease liabilities | 4,219 | |
Property and Equipment, Net [Member] | ||
Financing lease assets | 998 | |
Operating Lease Right of Use Assets [Member] | ||
Operating lease assets | 3,892 | |
Other Accrued Expenses [Member] | ||
Current financing lease liabilities | 184 | |
Current operating lease liabilities | 1,321 | |
Operating Lease Liabilities [Member] | ||
Noncurrent financing lease liabilities | 123 | |
Noncurrent operating lease liabilities | $ 2,591 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Financing Lease Liabilties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 1,472 | |
2021 | 1,295 | |
2022 | 1,223 | |
2023 | 344 | |
Total minimum lease payments | 4,334 | |
Less: amount of lease payments representing effects of discounting | 418 | |
Present value of future minimum lease payments | 3,916 | |
Less: current obligations under leases | 1,321 | |
Long-term lease obligations | 2,591 | |
2020 | 226 | |
2021 | 120 | |
2022 | 13 | |
2023 | ||
Total minimum lease payments | 359 | |
Less: amount of lease payments representing effects of discounting | 52 | |
Present value of future minimum lease payments | 307 | |
Less: current obligations under leases | 184 | |
Long-term lease obligations | $ 123 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | $ 300 | $ 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 Long-term
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 1,934 | $ 1,399 |
Indemnification liability | 875 | |
Contingent consideration | 502 | 434 |
Operating lease liability | 1,321 | |
Financing lease liability | 184 | |
Deferred revenue | 457 | |
Payable to CGI | 888 | |
Accrued sales and marketing - diagnostics | 197 | |
Accrued lab costs - diagnostics | 163 | 150 |
Accrued professional fees | 1,399 | 701 |
Taxes payable | 403 | 285 |
Unclaimed property | 565 | 565 |
All others | 1,366 | 682 |
Total other accrued expenses | $ 9,379 | $ 5,091 |
Accrued Expenses and Long-ter_2
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 82 | $ 361 |
Uncertain tax positions | 4,081 | 3,838 |
Deferred revenue | 269 | |
Other | 141 | 120 |
Total other long-term liabilities | $ 4,573 | $ 4,319 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expire date description | expire at various dates through June 2023 | |
Total expense | $ 1,300 | $ 700 |
Contractual obligations terms | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, total | $ 4,334 |
Operating lease obligations, less than 1 year | 1,472 |
Operating lease obligations, 1 to 3 years | 2,518 |
Operating lease obligations, 3 to 5 years | 344 |
Operating lease obligations, after 5 years | |
Operating leases future minimum, total | 4,334 |
Operating leases future minimum, less than 1 year | 1,472 |
Operating leases future minimum, 1 to 3 years | 2,518 |
Operating leases future minimum, 3 to 5 years | 344 |
Operating leases future minimum, after 5 years |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 16, 2019 | Jul. 15, 2019 | Jan. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Sep. 20, 2019 |
Shares granted | 132,545 | ||||||
Received net proceeds | $ 6,478 | ||||||
Proceeds from issuance of stock | $ 25,744 | ||||||
Preferred stock, shares issued | 270 | 270 | |||||
Preferred stock, shares outstanding | 270 | 270 | |||||
Underwriting Agreement [Member] | |||||||
Aggregate of shares issued | 9,333,334 | ||||||
Shares granted | 1,400,000 | ||||||
Common stock price, per share | $ 7.50 | ||||||
Effective price per share | $ 6.975 | ||||||
Received net proceeds | $ 5,900 | ||||||
Security Purchase Agreement [Member] | Investor [Member] | |||||||
Business combination consideration shares | 130 | ||||||
Business combination consideration amount | $ 13,000 | ||||||
Security Purchase Agreement [Member] | Convertible Preferred Stock [Member] | |||||||
Preferred price per share | $ 0.01 | ||||||
Preferred stock par/stated value | $ 100,000 | ||||||
Security Purchase Agreement [Member] | Convertible Preferred Stock [Member] | Maximum [Member] | |||||||
Proceeds from preferred stock value | $ 27,000 | ||||||
Security Purchase Agreement [Member] | 60 Newly Created Series A Preferred Stock [Member] | |||||||
Business combination consideration shares | 60 | ||||||
Business combination consideration amount | $ 6,000 | ||||||
Security Purchase Agreement [Member] | 80 Newly Created Series A-1 Preferred Stock [Member] | |||||||
Business combination consideration shares | 80 | ||||||
Business combination consideration amount | $ 8,000 | ||||||
Proceeds from issuance of stock | $ 13,100 | ||||||
Equity Distribution Agreement [Member] | |||||||
Received net proceeds | $ 2,000 | ||||||
Aggregate offering price | $ 4,800 | ||||||
Fixed percentage of commission | 3.00% | ||||||
Reverse stock split shares issued | 97,817 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants Issued | 1,990,934 | |
Warrants Exercised | (567,286) | |
Warrants Cancelled/Expired | (4,000) | |
Warrants | 1,354,214 | 1,419,648 |
Private Placement Warrants[Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | June 2022 | |
Warrants Issued | 85,500 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 85,500 | 85,500 |
RedPath Warrants[Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | September 2022 | |
Warrants Issued | 10,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 10,000 | 10,000 |
Underwriter Warrants[Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 13.20 | |
Expiration Date | December 2022 | |
Warrants Issued | 57,500 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | (4,000) | |
Warrants | 53,500 | 53,500 |
Base & Overallotment Warrants [Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | June 2022 | |
Warrants Issued | 1,437,500 | |
Warrants Exercised | (567,286) | |
Warrants Cancelled/Expired | ||
Warrants | 870,214 | 870,214 |
Vendor Warrants [Member] | ||
Description | Vendor Warrants, issued August 6, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | August 2020 | |
Warrants Issued | 15,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 15,000 | 15,000 |
Warrants Issued [Member] | ||
Description | Warrants issued October 12, 2017 | |
Classification | Equity | |
Exercise Price | $ 18 | |
Expiration Date | April 2022 | |
Warrants Issued | 320,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 320,000 | 320,000 |
Underwriters Warrants [Member] | ||
Description | Underwriters Warrants, issued January 25, 2019 | |
Classification | Equity | |
Exercise Price | $ 9.40 | |
Expiration Date | January 2022 | |
Warrants Issued | 65,434 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 65,434 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 8.50 | $ 9.30 |
Share-based compensation aggregate fair value of option | $ 500 | $ 1,200 |
Weighted-average grant date fair value of options vested | $ 1.40 | |
Aggregate fair value of restricted stock units | 200 | $ 100 |
Total unrecognized compensation cost related to unvested stock options and restricted stock units | $ 1,600 | |
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 employees and members of the Board. Upon exercise, new shares will be issued by the Company. The Company granted stock options in 2017 which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units ("RSUs") 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 RSUs 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, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.34% | 2.71% |
Expected life | 5 years 10 months 25 days | 6 years |
Expected volatility | 128.58% | 127.18% |
Dividend yield | 0.00% | 0.00% |
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, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
RSUs | $ 243 | $ 301 |
Option | 722 | 1,433 |
Total stock-based compensation expense | $ 965 | $ 1,734 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares outstanding beginning balance | shares | 288,950 |
Shares granted | shares | 132,545 |
Shares exercised | shares | |
Shares forfeited or expired | shares | (5,817) |
Shares outstanding ending balance | shares | 415,678 |
Shares exercisable ending balance | shares | 202,206 |
Shares vested and expected to vest | shares | 402,921 |
Weighted average grant price outstanding beginning balance | $ / shares | $ 21.40 |
Weighted average grant price granted | $ / shares | 9.50 |
Weighted average grant price forfeited or expired | $ / shares | 387.10 |
Weighted average grant price outstanding ending balance | $ / shares | 12.50 |
Weighted average grant price exercisable ending balance | $ / shares | 15.20 |
Weighted average grant price vested and expected to vest | $ / shares | $ 12.60 |
Weighted average remaining contractual period outstanding beginning balance | 8 years 9 months 29 days |
Weighted average remaining contractual period granted | 9 years 3 months 19 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 5 months 12 days |
Weighted average remaining contractual period exercisable ending balance | 7 years 10 months 28 days |
Weighted average remaining contractual period vested and expected to vest | 8 years 5 months 5 days |
Aggregate instrinsic value outstanding beginning balance | $ | |
Aggregate instrinsic value granted | $ | |
Aggregate instrinsic value exercised | $ | |
Aggregate instrinsic value forfeited or expired | $ | |
Aggregate instrinsic value outstanding ending balance | $ | |
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Non-vested Shares outstanding beginning balance | 134,089 | |
Non-vested Shares granted | 132,545 | |
Non-vested Shares vested | (53,150) | |
Non-vested Shares forfeited | ||
Non-vested Shares outstanding ending balance | 213,484 | 134,089 |
Non-vested weighted average grant date fair value outstanding beginning balance | $ 9.30 | |
Non-vested weighted average grant date fair value granted | 8.50 | $ 9.30 |
Non-vested weighted average grant date fair value exercised | 9 | |
Non-vested weighted average grant date fair value forfeited | ||
Non-vested weighted average grant date fair value outstanding ending balance | $ 8.80 | $ 9.30 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Non-vested Shares granted | 1,990,934 | |
Non-vested Shares Forfeited | 4,000 | |
Non-vested Aggregate Intrinsic Value Vested | $ 500 | $ 1,200 |
Restricted Stock Units (RSUs) [Member] | ||
Non-vested Shares beginning balance | 36,224 | |
Non-vested Shares granted | 27,637 | |
Non-vested Shares Vested | (14,486) | |
Non-vested Shares Forfeited | ||
Non-vested Shares ending balance | 49,375 | 36,224 |
Non-vested Weighted Average Grant Date Fair Value beginning balance | $ 11.70 | |
Non-vested Weighted Average Grant Date Fair Value Granted | 9.80 | |
Non-vested Weighted Average Grant Date Fair Value Vested | 13.70 | |
Non-vested Weighted Average Grant Date Fair Value Forfeited | ||
Non-vested Weighted Average Grant Date Fair Value Ending balance | $ 10 | $ 11.70 |
Non-vested Average Remaining Vesting Period Beginning balance | 1 year 4 months 13 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 1 month 9 days | |
Non-vested Aggregate Intrinsic Value Beginning balance | $ 289,758 | |
Non-vested Aggregate Intrinsic Value Granted | ||
Non-vested Aggregate Intrinsic Value Vested | ||
Non-vested Aggregate Intrinsic Value Forfeited | ||
Non-vested Aggregate Intrinsic Value Ending balance | $ 246,875 | $ 289,758 |
Revenue Sources (Details Narrat
Revenue Sources (Details Narrative) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from continuing operations | 10.00% | 10.00% |
Medicare [Member] | ||
Revenue from continuing operations | 44.00% | 41.00% |
Revenue Sources - Schedule of R
Revenue Sources - Schedule of Revenue by Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 24,079 | $ 21,896 |
Medicare Customer [Member] | ||
Revenue | 10,605 | 9,114 |
Commercial Payors Customer [Member] | ||
Revenue | 7,589 | 4,079 |
Client Billings Customer [Member] | ||
Revenue | 3,521 | 3,621 |
Medicare Advantage Customer [Member] | ||
Revenue | $ 1,912 | $ 3,011 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Federal net income loss percentage | Under current federal income tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized begin to expire this year. | ||||||||||
Unrecognized tax benefits | $ 800,000 | $ 800,000 | $ 800,000 | $ 800,000 | $ 800,000 | ||||||
Income tax examination penalties and interest expense | 300,000 | 200,000 | |||||||||
Income tax examination penalties and interest accrued | 3,300,000 | $ 3,000,000 | $ 3,300,000 | $ 3,000,000 | 3,300,000 | ||||||
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% | 21.00% | |||||||||
Deferred tax assets | 22,768,303 | $ 22,768,303 | 22,768,303 | ||||||||
Valuation allowance | $ 22,768,303 | 22,768,303 | $ 22,768,303 | ||||||||
Common Stock [Member] | |||||||||||
Number of common stock issued, shares | 5 | 10 | 9 | 40 | 10 | 33 | 4 | 3,700,000 | |||
Preferred Stock [Member] | |||||||||||
Number of common stock issued, shares | 3,470,000 | ||||||||||
Federal [Member] | |||||||||||
Operating loss carryforwards | $ 210,100,000 | 210,100,000 | $ 210,100,000 | ||||||||
State and Local Jurisdiction [Member] | |||||||||||
Operating loss carryforwards | $ 92,200,000 | $ 92,200,000 | $ 92,200,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (46) | $ (2) |
State | 20 | |
Total current | (46) | 18 |
Federal | 11 | |
State | 7 | |
Total deferred | 18 | |
Benefit from income taxes | $ (28) | $ 18 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 44,153 | $ 40,158 |
State net operating loss carryforwards | 5,686 | 4,541 |
Compensation | 1,399 | 1,100 |
Allowances and reserves | 457 | 1,007 |
State taxes | 848 | 794 |
Credit carryforward | 229 | 233 |
163(j) interest | 141 | |
Leases | 23 | |
Deferred revenue | 88 | 89 |
Property, plant and equipment | 16 | |
Gross deferred tax assets | 53,024 | 47,938 |
Intangible assets | (3,054) | (4,371) |
Property, plant and equipment | (263) | |
Valuation allowance | (49,725) | (43,567) |
Deferred tax liability-net valuation allowance | $ (18) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income tax rate, net of Federal tax benefit | 3.00% | 2.90% |
Meals and entertainment | (0.20%) | (0.30%) |
Contingent consideration | 0.00% | 0.00% |
Tax reform change | 0.00% | 0.00% |
Valuation allowance | (23.80%) | (23.70%) |
Other non-deductible | 0.00% | (0.10%) |
Naked credit | (0.10%) | 0.00% |
Discontinued operations allocation | 0.20% | 0.00% |
Effective income tax rate | 0.10% | (0.20%) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beggining balance | $ 794 | $ 1,117 |
Additions for tax positions of prior years | 54 | |
Reductions for tax positions of prior years | (323) | |
Unrecognized tax benefits ending balance | $ 848 | $ 794 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Years Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Federal [Member] | Earliest Tax Year [Member] | |
Open tax year | 2015 |
Federal [Member] | Latest Tax Year [Member] | |
Open tax year | 2019 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Open tax year | 2014 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Open tax year | 2019 |
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, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 3,746,000 | 2,816,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 3,746,000 | 2,816,000 |
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, 2019 | Dec. 31, 2018 | |
Antidilutive securities excluded from earning per share | 1,885,000 | 1,679,000 |
Options [Member] | ||
Antidilutive securities excluded from earning per share | 416,000 | 283,000 |
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive securities excluded from earning per share | 6,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities excluded from earning per share | 49,000 | 36,000 |
Warrants [Member] | ||
Antidilutive securities excluded from earning per share | 1,420,000 | 1,354,000 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 13, 2018 | |
Line of credit | $ 3,000 | |||
Silicon Valley Bank [Member] | ||||
Line of credit | $ 850 | 3,000 | ||
Line of credit outstanding accounts receivable | $ 750 | |||
Line of credit facility, description | 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. | The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal 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 term loan portion of the SVB Loan Agreement has a maturity date of May 2, 2022, and the Revolving Line has a maturity date three years from the effective date, or November 13, 2021 | ||
Line of credit, percentage | 0.50% | |||
Revolving Line facility fee monthly in arrears, percentage | 0.35% | |||
Line of credit, maturity date | May 2, 2022 | |||
Silicon Valley Bank [Member] | Prime Rate [Member] | ||||
Line of credit, percentage | 5.00% | 0.50% | ||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | ||||
Line of credit | $ 250 | $ 4,000 | ||
Line of credit outstanding accounts receivable | 3,750 | |||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | Term Loan [Member] | ||||
Line of credit | $ 850 |
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, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (30) | $ (361) |
Net cash provided by investing activities of discontinued operations | ||
Cash paid for taxes | 227 | 324 |
Cash paid for interest | 170 | |
Adoption of ASC 606 | 2,500 | |
Prepaid stock grants issued to vendors | 497 | |
Adoption of ASC 842 - right of use asset | ||
Adoption of ASC 842 - operating lease liability | ||
Accrued financing costs | 342 | |
Accrued preferred dividends | $ 429 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2020 | Mar. 31, 2020 | Jan. 15, 2020 | Jan. 10, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Apr. 20, 2020 | Jul. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||||||||||
Number of shares sold in transaction | 97,817 | |||||||||||||||||
Preferred stock aggregate value | $ 73 | $ 1 | $ 594 | $ 143 | $ 285 | $ 1 | ||||||||||||
Preferred stock dividend percentage | 6.00% | |||||||||||||||||
Letter of credit | $ 3,000 | $ 3,000 | $ 3,000 | |||||||||||||||
Proceeds from line of credit | $ 3,000 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate of shares issued | 3,470,000 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate of shares issued | 27,000 | |||||||||||||||||
Preferred stock conversion price per shares | $ 0.60 | |||||||||||||||||
Preferred stock adjusted conversion | 6 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Aggregate of shares issued | 270 | |||||||||||||||||
Preferred shares stated value | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||
Preferred stock conversion price per shares | 0.80 | |||||||||||||||||
Preferred stock adjusted conversion | $ 8 | |||||||||||||||||
Security Purchase and Exchange Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Letter of credit | $ 4,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash | $ 18,400 | |||||||||||||||||
Description for loans to qualifying businesses value and its term | As of April 20, 2020, the Company's PPP loan has not yet been approved, pending new legislation increasing the pool. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. If the Company is successful in obtaining a PPP loan, we intend to use the proceeds for purposes consistent with the PPP and expect to meet the conditions for forgiveness of the loan. | |||||||||||||||||
Payment of line of credit | $ 3,400 | |||||||||||||||||
Letter of credit | $ 350 | |||||||||||||||||
Proceeds from line of credit | $ 600 | |||||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of shares sold in transaction | 20,000 | |||||||||||||||||
Company achieve revenue target | $ 34,000 | |||||||||||||||||
Preferred shares voting rights description | In connection with the Company's application for the PPP loan, both Ampersand and 1315 Capital Ampersand consented to, and agreed to vote (by proxy or otherwise) their preferred shares in favor of any "Fundamental Action" taken by the Company as determined by the Company's Board of Directors. "Fundamental Actions" include the Company's ability to a) authorize, create or issue any debt securities for borrowed money or funded debt; b) merge with or acquire all or substantially all of the assets of one or more other companies or entities with a value in excess of $20 million; c) transfer, by sale, exclusive license or otherwise, material intellectual property rights of the Company or any of its direct or indirect subsidiaries, other than those accomplished in the ordinary course of business; d) declare or pay any cash dividend or make any cash distribution on any equity interests of the Company other than the Series B Shares; d) incur any additional individual debt, indebtedness for borrowed money or other additional liabilities, and e) change any accounting methods or practices of the Company, except for those changes required by GAAP or applicable regulatory agencies or authorities. | |||||||||||||||||
Payment of line of credit | $ 3,000 | |||||||||||||||||
Subsequent Event [Member] | Centers for Medicare & Medicaid Services [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from loans payable | 2,100 | |||||||||||||||||
Loans payable | $ 2,100 | |||||||||||||||||
Subsequent Event [Member] | Department of Health and Human Services [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from loans payable | 650 | |||||||||||||||||
Loans payable | 650 | |||||||||||||||||
Subsequent Event [Member] | Agreement Agent [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of shares sold in transaction | 80,341 | |||||||||||||||||
Sale of stock transaction amount | $ 500 | |||||||||||||||||
Subsequent Event [Member] | Reverse Stock Split [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Reverse stock split, description | Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. Our common stock began trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on January 15, 2020. | |||||||||||||||||
Subsequent Event [Member] | Small Business Administration [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Loans payable | 3,500 | |||||||||||||||||
Subsequent Event [Member] | Department of Health and Human Services (HSS) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Loans payable | 650 | |||||||||||||||||
Subsequent Event [Member] | Security Purchase and Exchange Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock aggregate value | $ 20,000 | |||||||||||||||||
Subsequent Event [Member] | Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||||||||
issuance price of Preferred Stock | $ 1,000 | |||||||||||||||||
Subsequent Event [Member] | Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | 1315 Capital [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock aggregate value | $ 19,000 | |||||||||||||||||
Aggregate of shares issued | 19,000 | |||||||||||||||||
Subsequent Event [Member] | Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | Ampersand 2018 Limited Partnership [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock aggregate value | $ 1,000 | |||||||||||||||||
Aggregate of shares issued | 1,000 | |||||||||||||||||
Subsequent Event [Member] | Credit Facility [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash | 3,400 | |||||||||||||||||
Subsequent Event [Member] | Credit Facility [Member] | Minimum [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash | 4,000 | 4,000 | ||||||||||||||||
Subsequent Event [Member] | Credit Facility [Member] | Maximum [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash | $ 8,000 | $ 8,000 |
Schedule II - Schedule of Valua
Schedule II - Schedule of Valuation and Qualifying Accounts Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Allowance for Doubtful Notes [Member] | |||
Balance at Beginning of Period | $ 869 | $ 869 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | ||
Balance at end of Period | 869 | 869 | |
Tax Valuation Allowance [Member] | |||
Balance at Beginning of Period | 43,567 | 42,165 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | 6,158 | 1,402 |
Balance at end of Period | 49,725 | 43,567 | |
Allowance for Doubtful Accounts [Member] | |||
Balance at Beginning of Period | |||
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | 25 | |
Balance at end of Period | $ 25 | ||
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |